Direct answer: Section 94 ordinarily keeps the section 88 registers and section 92 annual-return copies at the registered office. Another place in India is permitted only where more than one-tenth of the members entered in the member register reside and a general-meeting special resolution approves it. The test counts members, not their shares. Inspection and copies have different fee rules, and specified member identity particulars must be withheld under Rule 14(3).
Checked on 23 October 2026 against Companies Act section 94, Management and Administration Rule 14, section 117 and Rule 24 prescribing Form MGT.14. The examples address an ordinary company without a special class exemption or reduced-penalty treatment. Keeping section 88 registers is a different question from where the company keeps its accounting books or minute books.
Count the right members at the proposed Indian location
Start with a dated member register and a location list. If N is the total member count, the local count must be strictly greater than N ÷ 10. Equality does not pass. For whole-number headcounts, the smallest passing number is floor(N ÷ 10) + 1. Verify membership and residence facts; a large shareholding, an office address of a non-member or the convenience of the professional custodian does not replace the statutory test.
Approve the qualifying place by special resolution at a general meeting and retain the supporting headcount working. Section 117 requires filing of the special resolution within the applicable thirty-day period, with Rule 24 prescribing MGT.14 and the related explanatory statement where relevant. Check any specific class modification before applying a general timetable. The current section 94 text does not reproduce the former advance-copy-to-Registrar wording; do not confuse that deleted wording with the separate obligation to file the passed special resolution.
Distinguish inspection, free extracts and company-supplied copies
| Access request | Fee treatment | Practical control |
|---|---|---|
| Inspection by a member or specified security holder/beneficial owner | No inspection fee | Verify the requester’s statutory capacity |
| Inspection by another person | Articles-specified fee, at most ₹50 for each inspection | Check the actual articles before charging |
| Company-supplied copies | Articles-specified fee, at most ₹10 per page | Supply within seven days of fee deposit |
Rule 14 requires reasonable inspection time during business hours on every working day, with not less than two hours considered by the company. Maintain a workable board-approved window and access arrangements at the lawful record location. Section 94 recognises the exception for registers lawfully closed under the Act; an internal “busy period” or a missing custodian is not automatically a lawful closure.
Section 94(3)(a) permits extracts without an extract fee. Do not relabel an extract as a chargeable certified-copy order simply to avoid that entitlement. A request for the company to supply copies is separately governed by the prescribed copying fee and the seven-day supply clock. Keep the fee-deposit date, permitted page count and delivery evidence. A ₹10 ceiling is not authority to charge ₹10 where the articles prescribe less.
Redact the restricted particulars without refusing every lawful request
Rule 14(3) excludes member address or registered address, email ID, Unique Identification Number and PAN from inspection, extracts and copies under the specified section 94 access routes. Prepare an access version that withholds these fields and retain the authoritative complete register securely. The fact that a person is a member does not remove the sub-rule’s restriction.
Apply the restriction to the specified information rather than using it as a blanket reason to refuse all otherwise available register content. Conversely, do not disclose the complete unredacted spreadsheet merely because that is the easiest file to export. Record what was requested, the statutory capacity, fees, information provided, redactions and actual delivery or inspection date.
Keep an exception trail for refusals and delays
Section 94(4) provides a standard penalty of ₹1,000 per day, capped at ₹1,00,000, for each relevant default by the company and every officer in default. The example below assumes an established refusal/default period and identified liable officers, without any special reduction. It is not an automatic fine on every director merely because a request was received. Determine the actual facts, applicable relief and proper correction route.
Worked illustrations
These illustrations use fictional facts and expressly stated assumptions. Amounts are Indian rupees unless a different currency or unit is specified. They are independent examples, not findings about any actual client.
Illustrative example 1: Exactly ten percent is insufficient
The company has 250 members and 25 reside at the proposed alternate place. The fraction is 25 ÷ 250 = 10%. It does not exceed one-tenth. At least 26 members are needed for the numerical condition; a special resolution alone cannot cure the missing headcount.
Illustrative example 2: A non-divisible total still needs a whole member
There are 251 members, with 26 at the proposed Indian location. One-tenth is 25.1 and 26 ÷ 251 is approximately 10.36%. The numerical test passes. The special resolution and other requirements remain necessary; passing the arithmetic is not the complete approval.
Illustrative example 3: Voting strength cannot replace member count
One member at the proposed place holds 80% of the shares, but the company has 250 members in total and no other local member. Local member fraction is 1 ÷ 250 = 0.4%, despite 80% share ownership. The alternative-location numerical condition fails.
Illustrative example 4: Inspection charges depend on requester capacity
The articles validly set an outsider inspection fee of ₹40. Three outsiders undertake separate inspections and two members also inspect. Fees are 3 × ₹40 + 2 × ₹0 = ₹120. Charging all five ₹40 would incorrectly collect ₹200, ₹80 too much.
Illustrative example 5: A lower articles fee governs supplied copies
The articles set a copying fee of ₹8 per page. For nine permitted pages, the fee is ₹72, below the statutory maximum of ₹90. The company cannot charge ₹90 merely because ₹10 per page is the ceiling. Required identity-field redactions are made before supply.
Illustrative example 6: An inspection window must be long enough
A company offers access from 11:00 a.m. to 12:30 p.m. on working days. That is 90 minutes, 30 minutes short of a two-hour window. Extending the window to 1:00 p.m. gives 120 minutes. The timing change still needs a workable business-hours access arrangement.
Illustrative example 7: Standard-rate exposure for an established default
Assume a six-day established unlawful refusal by an ordinary company and two identified officers in default, with no reduced-penalty provision applying. Each standard-rate amount is 6 × ₹1,000 = ₹6,000, below the cap. Total for the three liable persons/entities is ₹18,000. The ₹1,00,000 cap is not one combined cap for all of them.
Ten-step verification table
| Step | Verification | Evidence to retain |
|---|---|---|
| 1 | Identify the exact registers and return copies | Sections 88/92 scope inventory |
| 2 | Confirm the present lawful record location | Registered-office or approved-location evidence |
| 3 | Calculate total and local member headcounts | Dated register and residence-location working |
| 4 | Test strictly more than one-tenth | Integer threshold with equality treated as failure |
| 5 | Obtain and document the special resolution where needed | Notice, explanatory statement and meeting records |
| 6 | Complete applicable resolution filing | MGT.14, deadline review and acknowledgement |
| 7 | Classify the access request and fee basis | Member/security-holder capacity and articles |
| 8 | Check working-day access and copy-supply clocks | Board window, fee deposit and delivery schedule |
| 9 | Remove Rule 14(3) restricted particulars | Controlled redacted inspection/copy version |
| 10 | Retain fulfilment or exception evidence | Access log, delivery record and reasoned default review |
Sixteen practitioner FAQs
1. Does section 94 concern all company records?
No. It addresses the specified section 88 registers and section 92 return copies. Accounting books and minutes have separate requirements.
2. Can the company use any convenient custodian’s office?
The alternate place must satisfy the Indian-location and local-member threshold and be approved by the required special resolution.
3. Does exactly 10% pass the local-member test?
No. The wording is more than one-tenth. Calculate the next whole member above N divided by ten.
4. Is the test based on shares or voting power?
It uses the number of members entered in the member register. A single controlling shareholder does not represent many members for this test.
5. Does passing the headcount remove the need for approval?
No. The general-meeting special resolution is a separate condition.
6. Is the former advance-copy wording still the current section 94 requirement?
The current text omits it. Separately comply with the applicable section 117 filing of the passed special resolution through MGT.14.
7. Can a member be charged an inspection fee?
The specified member/security-holder/beneficial-owner inspection route is without an inspection fee. Verify the requester’s actual capacity.
8. May an outsider always be charged ₹50?
No. Use the fee specified in the articles, subject to the ₹50 maximum for each inspection.
9. Are extracts and company-supplied copies identical?
No. Section 94 permits extracts without an extract fee, while company-supplied copies have the prescribed fee and supply requirements.
10. Is ₹10 per page an automatic copying fee?
No. It is the maximum. An applicable lower fee in the articles must be respected.
11. When must the company supply requested copies?
Rule 14 requires supply within seven days of fee deposit. Record the deposit and delivery evidence and plan with sufficient margin.
12. Can the company offer only a short weekly access slot?
Rule 14 addresses business-hours access on every working day and a reasonable time of at least two hours. A short weekly slot does not reproduce that requirement.
13. Can a lawful register closure affect inspection?
Section 94 recognises registers closed under the Act. Establish an actual lawful closure; internal inconvenience alone is not the same thing.
14. Which identity details are restricted?
Rule 14(3) lists member address/registered address, email ID, Unique Identification Number and PAN for the specified inspection, extract and copy routes.
15. Does redaction justify withholding everything?
No. Withhold the restricted particulars while addressing the lawful request for other available content. Keep the basis and access version recorded.
16. Is every director automatically liable for a delay?
Identify the company’s actual default and officers in default under the applicable law. Apply any relevant reduction or exemption before finalising exposure.
Working-paper organisation
Keep the source documents, calculation and final conclusion together for the same entity and period. If using assurePractice or other assureOffice tools, use only confirmed available functions and retain this evidence with the output.
Conclusion
Treat location approval and access fulfilment as separate controls. Count members correctly, preserve filing evidence and provide lawful access using a redacted version with the proper fee basis.