What Is a Foreign Register of Members?

A foreign register of members is the slice of a company's ownership record that sits outside India. It is the one part of section 88 that most explanations of the register skip, and it is where a company with overseas holders keeps their names. Section 88(4) permits it, and rule 7 of the Companies (Management and Administration) Rules, 2014 supplies almost all of the working detail.

When can a company keep a foreign register of members?

A foreign register of members needs two things before it exists. Section 88(4) requires the company to be authorised by its articles, and rule 7(1) of the Companies (Management and Administration) Rules, 2014 sets out what the company may then keep: a company which has share capital, or which has issued debentures or any other security, may keep in any country outside India a part of the register of members, of debenture-holders, of any other security holders, or of beneficial owners resident in that country.

Residence is the organising principle. A foreign register is not a general overseas copy; it holds the holders resident in the country where it is kept.

The MGT-3 filing, and the clock on it

Rule 7(2) is the disclosure limb. Within thirty days from the date of opening any foreign register, the company files with the Registrar notice of the situation of the office where the register is kept, in Form No. MGT-3 along with the fee. The same thirty day period and the same form apply again on any change in the situation of that office, or on its discontinuance.

How a foreign register connects back to the principal register

Rule 7 is built so that nothing falls between the two records:

Rule 7(10) then prevents the same share from being counted twice. Subject to section 88 and the rules on duplicate registers, shares, debentures or other securities registered in any foreign register must be distinguished from those in the principal register and in every other foreign register, and no transaction in respect of a security registered in a foreign register may, while that registration continues, be registered in any other register.

On the rules cited here. The rule text on this page comes from the copy of the Companies (Management and Administration) Rules, 2014 that thc.nic.in serves, and that copy is a notification text rather than a consolidation. Its body is the 27 March 2014 notification, unnumbered as served. Bundled into the same file is a later amendment notification, G.S.R. 279(E) dated 6 April 2022, the Companies (Management and Administration) Amendment Rules, 2022, whose own footer records the principal notification as G.S.R. 260(E) dated 31 March 2014 and lists the ten amendments before it. That number and date are second-hand: the file carries them only in that 2022 footer, never on the principal text itself, so the source lines on these pages cite them on the authority of that footer. So the file evidences eleven amendments in all, and the most recent one it carries is the 2022 notification, not the 5 March 2021 one its table ends on. Check the amending notifications before relying on any rule text here for a filing. The section text on this page is the Companies Act, 2013 as consolidated on India Code, with each amendment footnote resolved on its own page.

Inspection, closure and rectification

Rule 7(5) applies the principal register's regime to the foreign one: it is open to inspection, may be closed, and extracts and copies may be required in the same manner, mutatis mutandis, as the principal register. The single difference is the notice: the advertisement before closing a foreign register must be inserted in at least two newspapers circulating in the place where the foreign register is kept. Closure of the register of members covers the section 91 limits that closure runs inside.

On the face of rule 7(5), which applies the principal register's inspection regime mutatis mutandis, the 2022 narrowing of that regime reaches a foreign register too. That step is a reading of rule 7(5) rather than something either rule says in terms, so treat it as such. Rule 14(3), inserted by the Companies (Management and Administration) Amendment Rules, 2022, G.S.R. 279(E) dated 6 April 2022, withholds four particulars in respect of the members of a company from inspection under section 94(2) and from extracts or copies under section 94(3): address or registered address (in case of a body corporate), e-mail ID, Unique Identification Number and PAN Number.

Rule 7(6) settles jurisdiction: where a foreign register is kept in a country outside India, the decision of the appropriate competent authority in that country on rectification of the register is binding.

Rule 7(11) covers the exit. A company may discontinue keeping any foreign register, and on discontinuance all entries in it are transferred either to some other foreign register kept by the company outside India or to the principal register.

Why this matters for reading Indian ownership data

For a listed Indian company, the ownership picture an outside investor reads is assembled from depository data, because section 88(3) deems the register and index of beneficial owners maintained by a depository under section 11 of the Depositories Act, 1996 to be the corresponding register for the purposes of the Act. A foreign register is the other direction of travel: a physical part of the register held abroad, kept in step with the principal register by rule 7 rather than by a deeming provision.

• Foreign company under the Companies Act covers the separate Chapter XXII regime for a body corporate incorporated outside India, which a foreign register is not.
• What is the register of members covers the section 88 registers a foreign register is part of.
• What is a beneficial owner in a depository covers the depository record behind a listed company's ownership.
• How to check FPI holdings covers how foreign ownership actually surfaces in Indian public disclosure.
• How to read a shareholding pattern is the quarterly disclosure that reports it.

A foreign register of members is a record-keeping arrangement, not a signal about a company. Flock reports the filings themselves, each stamped with its date and linked back to the exchange or regulator that published it. What any of it means for you is your call to make.