Rules 1 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Rules 1 to 4 open the Management and Administration Rules. They name the rules, fix the words used in them, and require every company limited by shares to keep a register of members in Form MGT-1 and every company that issues debentures or other securities to keep a register of holders in Form MGT-2. This article is based on the rules as amended up to G.S.R. 358(E) dated 30 May 2025 (forms), with the rule text taken from the MCA e-book as it stands to G.S.R. 801(E) of 27 October 2023. Later amendments should be checked.
Rule 3 requires every company limited by shares to maintain a register of members in Form MGT-1 from the date of its registration; a company without share capital keeps one with the particulars listed in rule 3(2). Rule 4 requires a separate register in Form MGT-2 for each type of debenture or other security. The registers sit under section 88 of the Companies Act, 2013, and the later rules (5 to 8) say how they are kept.
Rule 1: title and commencement
Rule 1(1) gives the short title, the Companies (Management and Administration) Rules, 2014. Rule 1(2) says they came into force on the 1st day of April, 2014. The notification (G.S.R. 260(E), 31 March 2014) was issued under a long list of sections of the Act, from section 88 (registers) to section 121 (report on the annual general meeting), and it replaced the old Companies (Central Government's) General Rules and Forms, 1956 on the matters these rules cover.
Rule 2: definitions
Rule 2(1) defines six terms:
- "Act" means the Companies Act, 2013;
- "Annexure" means the Annexure to these rules;
- "Fees" means the fees specified in the Companies (Registration Offices and Fees) Rules, 2014;
- "Form" or an e-form means a form set out in the Annexure, to be used for the matter it relates to;
- "Regional Director" means the person appointed by the Central Government in the Ministry of Corporate Affairs as a Regional Director;
- "section" means a section of the Act.
Rule 2(2) adds that words used but not defined here take the meaning given in the Act or in the Companies (Specification of Definitions Details) Rules, 2014. Because "Fees" points to another set of rules, no fee is stated in these rules for filings such as MGT-3 or MGT-14; read the Registration Offices and Fees Rules instead (see filing fees by nominal capital).
Rule 3: the register of members in MGT-1
Rule 3(1). Every company limited by shares must, from the date of its registration, keep a register of its members in Form No. MGT.1. There is a proviso for a company that existed when the Act commenced: the particulars available in the register of members kept under the Companies Act, 1956 must be transferred to the new register in Form MGT-1, and if members give additional information that the Act and these rules require, it may be added as and when provided.
Rule 3(2). A company that has no share capital (for example a guarantee company) keeps a register of members containing, for each member:
- (a) name; address (the registered office address for a body corporate); e-mail address; Permanent Account Number or CIN; Unique Identification Number, if any; father's, mother's or spouse's name; occupation; status; nationality; for a minor, the guardian's name and the member's date of birth; and the name and address of the nominee;
- (b) date of becoming a member;
- (c) date of cessation;
- (d) amount of guarantee, if any;
- (e) any other interest, if any; and
- (f) instructions, if any, given by the member about sending notices and similar communications.
Rule 3(2) carries the same proviso for a company existing on the date the Act commenced.
The rule does not say how long a company has after registration to make the first entry; the time limits for later entries are in rule 5 (see rules 5 to 8). The register is the company's own record; the section itself is explained in Section 88: Register of Members, and a working guide to the form is at Register of Members (Form MGT-1).
Rule 4: the register of debenture holders or other security holders in MGT-2
Every company that issues or allots debentures or any other security must maintain a separate register of debenture holders or security holders, as the case may be, for each type of debenture or other security, in Form No. MGT.2. So a company with secured debentures and unsecured debentures keeps two registers, not one combined list. If your company keeps its statutory records together, our compliance documentation support can help you set up each register as its own record.
A worked example
Hill Crest Foods Private Limited (an invented company) is incorporated with equity shares and later issues two series of debentures. It must keep one register of members in MGT-1 from the date of registration, and one MGT-2 register for each of the two debenture series. Greenfield Welfare Association Limited, a company without share capital, keeps its register of members under rule 3(2) and records the amount of guarantee for each member against column (d) of the list above.
Where each rule of this set is explained
| Rules | Subject | Article |
|---|---|---|
| 1 to 4 | Short title, definitions, MGT-1 and MGT-2 | This article |
| 5 to 8 | How registers are kept, index, foreign register, authentication | Rules 5 to 8 |
| 9 and 10 | Beneficial interest declarations, closure of registers | Rules 9 and 10 |
| 11 to 13 | Annual return; rule 13 is omitted | Rules 11 to 13 |
| 14 to 16 | Inspection, preservation, copies | Rules 14 to 16 |
| 17 to 19 | EGM on requisition, notice, proxies | Rules 17 to 19 |
| 20 | Voting by electronic means | Rule 20 |
| 21 and 23 | Poll scrutiny, special notice | Rules 21 and 23 |
| 22 | Postal ballot | Rule 22 |
| 24 to 26 | MGT-14, minutes, copies of minutes | Rules 24 to 26 |
| 27 to 31 | Electronic records, security, penalty, MGT-15 | Rules 27 to 31 |
Forms changed over the years
The forms in the Annexure have been replaced several times without changing the rule text: the PAN item in MGT-7 (G.S.R. 737(E), 24 September 2015), MGT-7 again (G.S.R. 862(E), 16 November 2015), MGT-3 and other forms (G.S.R. 44(E), in force 23 January 2023), MGT-6 (G.S.R. 403(E), 15 July 2024), and MGT-7, MGT-7A and MGT-15 (G.S.R. 358(E), in force 14 July 2025). Always download the current version of a form before filing. For the wider guide to this rule set, see Companies (Management and Administration) Rules, 2014: Guide.
Need help with your statutory registers?
If your registers were started years ago, carried over from the 1956 Act, or never split by type of security, a clean-up is usually the first step. Our team can review them against rules 3 and 4 and prepare the missing records through our compliance documentation service.
Key takeaways
- A company limited by shares must keep its register of members in Form MGT-1 from the date of registration.
- A company without share capital keeps a register with the particulars in rule 3(2), including the amount of guarantee.
- Each type of debenture or other security needs its own register in Form MGT-2.
- Existing companies transfer the particulars from the 1956 Act register into the new one; later member information may be added as provided.
- "Fees" means the fees under the Registration Offices and Fees Rules, not an amount fixed here.
Read next
- Section 88: Register of Members
- Rules 5 to 8: how registers are maintained, index and foreign register
- Register of Members (Form MGT-1)
- Statutory Register Preservation Under the Rules
Disclaimer: Based on the Companies Act, 2013 rules (and the Companies (Auditor's Report) Order, 2020) named above as consolidated in the MCA e-book (consulted on 3 October 2026), with the later notifications the article names. Later amendments, fees, forms and the Companies Act, 2013 provisions referred to should be checked. This article is general information, not legal advice; check the official text before acting.