Section 35 - Register of members

(1) Subject to the Central Securities Depository Act, 2007 (Act 733) and any other enactment, a company shall keep in the country a register of the members and shall enter in the register

(a) in respect of members of the company

(i) the names and addresses of the members and, in the case of a company having shares, a statement of the shares held by each member, and of the amount paid, or agreed to be considered as paid, on the shares of each member, and of the amount remaining payable on the shares;

(ii) the date at which a person was entered in the register as a member;

(iii) the nature of the interest of each member; and

(iv) the date at which a person ceased to be a member; and

(b) in respect of each beneficial owner of the company

(i) the full name and any former or other name of the beneficial owner;

(ii) the date and place of birth;

(iii) the telephone number;

(iv) the nationality, national identity number, passport number or other appropriate identification, and proof of identity;

(v) residential, postal and email address, if any;

(vi) place of work and position held;

(vii) the nature of the interest including the details of the legal, financial, security, debenture or informal arrangement giving rise to the beneficial ownership; and

(viii) a confirmation as to whether the beneficial owner is a politically exposed person.

(2) For the purpose of paragraph (b) of subsection (1), where a member of a company is not the beneficial owner, that member shall

(a) provide the company with the particulars of the beneficial owner at the time of becoming a member as set out in paragraph (b); and

(b) update the company within twenty-eight days of a change in the particulars submitted under paragraph (a).

(3) The entry required under subparagraphs (i) and (iii) of paragraph (a) of subsection (1) shall be made within twenty-eight days of the conclusion of the agreement with the person to become a member.

(4) The entry required under subparagraph (iv) of paragraph (a) of subsection (1) shall be made within twenty-eight days of the date when the person concerned ceased to be a member, or, if that person ceased to be a member otherwise than as a result of an action by the company, within twenty-eight days of production to the company of evidence satisfactory to the company of the occurrence of the event by which that person ceased to be a member.

(5) The entry required under paragraph (b) of subsection (1) shall be made within twenty-eight days of receipt of the necessary particulars under subsection (2).

(6) A company shall, within twenty-eight days of making an entry required under paragraph (b) of subsection (1) and subsection (5), submit particulars of the entry to the Registrar for registration and indicate the members or beneficial owners who are politically exposed persons.

(7) The entries relating to a person who has ceased to be a member may be deleted from the register after the expiration of six years from the date when the person ceased to be a member.

(8) Where a company has more than fifty members, the register shall contain an index of the names of the members and the names of beneficial owners in a form that enables the account of each member to be readily found.

(9) An existing company shall, within twenty-eight days of a change in the place at which the register of members is kept, send notice of the change to the Registrar.

(10) A company is not bound to send notice where the register has, since the company came into existence, been kept at the registered office of the company.

(11) An existing company shall, within two months after the coming into force of this Act, submit the information required under paragraph (b) of subsection (1) to the Registrar for registration.

(12) The company may arrange with any other person, to be known as the registration officer, for the making up of the register to be undertaken on behalf of the company by the registration officer at the office of that officer, and if by reason of a default of the registration officer the company defaults in complying with this section or with section 36, the registration officer is liable to the same penalties as if the registration officer were an officer of the company.

(13) The power of the Court under subsection (6) of section 36 shall extend to the making of orders against the registration officer and the officers and employees of the registration officer.

(14) A person who

(a) fails to provide the information required under subsection (2), or

(b) provides false or misleading information to the Registrar

commits an offence and is liable on summary conviction to a fine of not less than one hundred and fifty penalty units and not more than two hundred and fifty penalty units or to a term of imprisonment of not less than one year and not more than two years or to both.

(15) Where a company defaults in complying with this section, the company and every officer of the company that is in default is liable to pay to the Registrar, an administrative penalty of twenty-five penalty units for each day during which the default continues.