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Board Resolution for Closure of Register of Members Section 91

board resolution for closure of register of membersA company generally closes its register of members at any point of time during a fiscal year in order to update the register for reckoning shareholders' entitlements viz. dividends, bonus, or to ascertain eligibility of members to attend the ensuing general meeting AGM/EGM, etc.


Refer the following relevant provisions thoroughly to have clarity on the requirements regarding closure of register of members of a company:
> Section 91 of the Companies Act, 2013;
> Rule 10 of the Companies (Management and Administration) Rules, 2014; and
> Regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.


Following templates of board resolutions for closure of members can be used. Modify it suitably.

SAMPLE #1
(Listed Company)

#. To close the Register of Members and the Share Transfer Books of the company

“RESOLVED that pursuant to section 91 of the Companies Act, 2013 and relevant rules made thereunder read with regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Register of Members and the Share Transfer Books of the company be closed from ...(Date)... to ...(Date)..., both days inclusive, for the purpose of ...........(mention the reason here viz. for the purpose of the AGM, for ascertaining eligibility for dividend, etc).......... .”

“FURTHER RESOLVED that the Company Secretary of the company be and is hereby authorized to give notice of book closure to the Stock Exchanges, where Company’s shares are listed, further authorised to issue required notices in the newspapers in this regard and to publish the notice in the company's website.”


SAMPLE #2
(Unlisted Company)

#. To close the Register of Members and the Share Transfer Books of the company

“RESOLVED THAT in accordance with the provisions of section 91 of the Companies Act, 2013 read with Rule 10 of the Companies (Management and Administration) Rules, 2014, the Register of Members and the Share Transfer Registers be closed for a period of ....... days from ...(Date)... to ...(Date)... (both days inclusive).

RESOLVED FURTHER THAT Mr./Ms. ........ ..................., Company Secretary be and is hereby authorized to issue a notice to the members of the company and to do all such acts, deeds and things as may be necessary to give effect to the foregoing resolution.”


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NOTE: The resolution sample(s) here is only for reference, to help you with drafting. Do refer the exact provisions of the Act, relevant rules framed thereunder and any other applicable laws to be able to not to miss out anything important while drafting.

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