Section 154 of the Companies Act, 2013
Section 154 of the Companies Act, 2013 deals with the Period of Closure of Register of Members or Debenture-holders or Other Security Holders.
🔹 Section 154 – Closure of Register of Members or Debenture-holders or Other Security Holders
🟡 Key Provisions:
Power to Close Registers:
A company may close the register of members or debenture-holders or other security holders for any period:
By giving advance notice of at least 7 days (either in writing or via electronic mode).
The notice must comply with rules prescribed under the Act.
Maximum Duration of Closure:
The register shall not be closed for more than 45 days in a year (in total).
The closure period in one instance shall not exceed 30 days.
Purpose of Closure:
The register is typically closed to determine entitlement to:
Dividends
Voting rights
Bonus shares
Right shares
AGM notices, etc.
Compliance with SEBI (for listed companies):
For listed companies, closure of the register must also comply with SEBI regulations.
✅ Objective:
To give companies a lawful mechanism to temporarily freeze changes in ownership records while deciding key matters such as dividend payment, rights issue, or AGM eligibility.
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