Treat MGT-3 as an event notice
Section 88(4) of the Companies Act, 2013 and Rule 7 allow an eligible company whose articles authorise it to keep part of the relevant register in a country outside India for holders or beneficial owners resident there. Opening the register, changing the location of its office and discontinuing it are separate MGT-3 events. File with the Registrar within 30 days of the relevant event and complete the applicable fee payment. This filing clock is separate from the 15-day clock for transmitting copies of foreign-register entries to the registered office in India.
Read the applicable text: Companies Act, 2013: section 88 ICSI statutory text: Rule 7 MCA Form MGT-3 instruction kit.
Select the form fields from the actual event
In the MCA instruction kit, field 3 selects the notice type and field 4 identifies the register categories. For opening or relocation, field 5 records the effective date and new foreign address. For relocation or discontinuance, field 6 identifies the existing foreign office. Field 9 captures the discontinuance date when applicable. Tie each entry to dated event evidence; a decision made in advance and the date on which the change takes effect need not coincide. Preserve the submitted form, board authority for the signatory, signed upload, fee evidence and acknowledgement. An SRN is a reference for tracing submission; check that signing and payment were completed.
Control foreign entries and the India duplicate
The foreign register itself forms part of the principal register under Rule 7(3). Use the same format as the principal register. Rule 7(6) makes the competent authority’s decision on rectification binding. Rule 7(7) requires entries to be made simultaneously after the board or its duly constituted committee approves the allotment or transfer, as applicable. Under Rule 7(8), transmit a copy of each entry to the Indian registered office within 15 days after entry and keep a duly updated duplicate there. The duplicate forms part of the principal register. Distinguish securities registered in one foreign register from those in other registers and avoid separately registering the same transaction elsewhere during that foreign registration. In consolidated totals, the India duplicate is evidence of the same holding.
Transfer entries when closing the register
On discontinuance, Rule 7(11) requires transfer of all entries to another foreign register maintained by the company or to the principal register. Check that the destination fits the rule, reconcile by class and holder, and document the move independently of MGT-3. If temporarily closing a foreign register to inspection, follow the applicable principal-register procedure as adapted by Rule 7(5), including advance advertisement in at least two newspapers circulating where the foreign register is kept. The rule also applies the principal-register procedure, with necessary adaptations, to inspection, extracts and copies. A temporary closure and discontinuing the register are different actions.
Six worked illustrations
All facts and amounts are fictional. Calculations illustrate the stated assumptions, not a predetermined legal outcome.
Illustrative example 1: Opening date
An eligible company opens its authorised foreign register on 6 October 2026. The 30th day after opening is 5 November. Use the actual opening evidence for the filing clock.
Illustrative example 2: Relocation date
A decision on 3 September becomes effective when the office relocates on 16 September. The 30th day after relocation is 16 October 2026, 13 days after the date calculated from the decision instead.
Illustrative example 3: Entry transmission
The company makes an approved transfer entry abroad on 4 November 2026. The 15th day after entry is 19 November. Track the transmission deadline even if no MGT-3 location event occurs.
Illustrative example 4: Duplicate excluded from additive count
A company has 8,000 shares on its India-only segment and 2,000 in its foreign register. The Indian duplicate mirrors 2,000. Unique holdings total 10,000, not 12,000.
Illustrative example 5: Discontinuance reconciliation
A register of 37 eligible holder entries is discontinued. Its receiving register initially accounts for 35 entries. Two entries remain to reconcile; the transfer control stays open even if MGT-3 has been filed.
Illustrative example 6: Closure publication
A temporary closure is advertised in one newspaper that circulates in the place where the register is kept. Rule 7(5) requires at least two qualifying newspapers, so the evidence is one short.
Ten-step verification table
| Step | Action | Evidence |
|---|---|---|
| 1 | Check company and articles authority | Constitution and board papers supporting the chosen arrangement. |
| 2 | Confirm the correct overseas population | Holder or beneficial-owner residency evidence. |
| 3 | Classify the event | Opening, location change or discontinuance with effective date. |
| 4 | Compute the filing deadline | Thirty-day working from the relevant event. |
| 5 | Complete the relevant form fields | Notice type, categories, foreign address and dates. |
| 6 | Verify final filing evidence | Submitted form, DSC upload, applicable fee and acknowledgement. |
| 7 | Capture allotments and transfers promptly | Board or committee approval and foreign register entries. |
| 8 | Send entry copies to India | Entry timestamps, fifteen-day checks and transmission evidence. |
| 9 | Reconcile the India duplicate | Matching event IDs and quantity totals by register segment. |
| 10 | Document closure or discontinuance | Publication evidence where relevant, or complete migration and filing. |
Sixteen practitioner FAQs
1. Does any overseas shareholder require a foreign register?
No. Section 88(4) permits the arrangement subject to articles authority and applicable rules.
2. Can the foreign register contain people resident in another country?
Rule 7(1) describes holders or beneficial owners resident in the country where it is kept.
3. Does the foreign register use the principal register format?
Yes, under Rule 7(4).
4. Does MGT-3 report every share transfer?
No. It reports the relevant register-office event; entry and transmission obligations are separate.
5. Which form field identifies the event?
Field 3 in the MCA instruction kit.
6. Which field records the register category?
Field 4 identifies the relevant category or categories.
7. Where do I record the new foreign address?
Use field 5 for an opening or relocation and complete the applicable effective date.
8. When does the existing address matter?
Field 6 applies to relocation or discontinuance.
9. What evidence supports the discontinuance date?
The dated cessation and transfer records, tied to the date reported in field 9.
10. Does the 15-day transmission window begin when MCA acknowledges MGT-3?
No. It follows the making of each foreign register entry.
11. Where should the duplicate be kept?
At the registered office in India.
12. Can I record one transfer as two transactions because it appears in the duplicate?
No. The duplicate reflects the same entry; distinguish it from separate registrations.
13. Do two newspapers anywhere satisfy the temporary closure rule?
They must circulate where the foreign register is kept.
14. Can I close the overseas office and discard unresolved entries?
No. On discontinuance transfer all entries as Rule 7(11) requires.
15. Does the duplicate have statutory status?
Yes. Rule 7(9) treats it as part of the principal register.
16. What should I retain after MGT-3 submission?
Keep the completed filing evidence and the independent register, entry transmission or transfer evidence as applicable.
Official sources
Companies Act, 2013: section 88 ICSI statutory text: Rule 7 MCA Form MGT-3 instruction kit