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Company Statutory Registers
Under the Companies Act 2013

Ensure full compliance with statutory register requirements under the Companies Act 2013. Get expert assistance for maintaining all mandatory registers with proper documentation. Setindiabiz team of experts helps in meeting Complete service starting from ₹5,999. Get started today!

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What are Statutory Registers Under the Companies Act 2013?

Statutory registers are mandatory records that every company incorporated in India must maintain under the Companies Act, 2013. These registers contain specific information about the company's members, directors, debenture holders, charges, and other important business details. According to Section 88 of the Companies Act, 2013, every company shall keep and maintain registers in the prescribed form and manner to ensure transparency, accountability, and legal compliance throughout the company's existence.

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Who Needs to Maintain Statutory Registers Under the Companies Act 2013?

Every company incorporated under the Companies Act, 2013, must maintain statutory registers at their registered office. Understanding these requirements is essential for compliance.

Private Limited Companies

All private limited companies must maintain statutory registers from the incorporation date to dissolution.

Public Limited Companies

All public companies must maintain statutory registers with enhanced disclosure requirements for listed entities.

One Person Companies (OPC)

OPCs are required to maintain all applicable statutory registers. The Register of Members for an OPC must also include the details of the nominee who is nominated by the sole member.

Section 8 Companies

Non-profit companies under Section 8 must maintain member and director registers, along with other applicable statutory records.

Foreign Companies

Indian companies may keep foreign registers for overseas members if authorised by the Articles of Association.

Listed Companies

Stock exchange-listed companies have enhanced register requirements, including pledge details and additional disclosure obligations.

Small Companies

Small companies, as defined under Section 2(85), must maintain basic statutory registers with certain relaxations

Holding & Subsidiary Companies

Companies with holding-subsidiary relationships need additional register entries for securities held in related entities.

Legal Framework and Compliance Requirements

1

Section 88

mandates the maintenance of the register of members, debenture holders, and other security holders. This section requires companies to maintain separate registers for different classes of shares and provides for authentication requirements. Section 170 specifically deals with the register of directors and key managerial personnel with detailed disclosure requirements.

2

Section 85

covers the register of charges for any mortgages or securities created by the company. Section 189 requires maintenance of register for contracts and arrangements where directors are interested. The Companies (Management and Administration) Rules, 2014 provide detailed formats and procedures for maintaining these registers.

3

The Companies (Significant Beneficial Owners) Rules, 2018

which were notified around that period, introduced the requirement for the SBO register. Provisions for electronic maintenance and authentication are contained within the Companies (Management and Administration) Rules, 2014, and the Information Technology Act, 2000.

Member-Related Registers Under Companies Act 2013

These registers form the foundation of company record-keeping and contain essential information about shareholders, debenture holders, and other security holders. Every company must maintain accurate member records as they directly impact corporate actions, dividend distribution, and shareholder communications. These registers must be preserved permanently and are subject to regular inspection by members and regulatory authorities.

NoName of Register/RecordForm NumberSectionDescription
1.Register of Members (Equity Shares)MGT-1Section 88(1)(a) & Rule 3Contains details of all equity shareholders, including name, address, PAN, and shareholding details. Preserved permanently. Authenticated by CS/Authorised Person. Entries made within 7 days of allotment/transfer.
2.Register of Members (Preference Shares)MGT-1Section 88(1)(a) & Rule 3Separate register for preference shareholders with similar details as the equity register. Preserved permanently. Required only for companies issuing preference shares. Authentication by CS/Authorised Person.
3.Register of Debenture HoldersMGT-2Section 88(1)(b) & Rule 4Records all debenture holder information, including names, addresses, and debenture details. Preserved for 8 years from redemption. Authenticated by CS/Authorised Person. Separate register for each type of debenture.
4.Register of Other Security HoldersMGT-2Section 88(1)(c) & Rule 4Details of holders of securities other than shares and debentures. Preserved for 8 years from redemption. Authenticated by CS/Authorised Person. Required only if the company issues other securities.
5.Index of Members & Debenture Holders-Section 88 & Rule 6An alphabetical index of names in the respective registers for easy reference. Not required if the number of members is less than 50. Updated simultaneously with the main registers. Authenticated by CS/Authorised Person.
6.Foreign RegisterMGT-1 formatSection 88(4) & Rule 7This is for members/debenture holders residing outside India. Form MGT-3 filed within 30 days of opening. Copy transmitted to India within 15 days. Duplicate maintained in India. Authorised by Articles of Association.

Director and Management Registers Under Companies Act 2013

These registers ensure transparency in corporate governance by recording information about directors, key managerial personnel, and their interests in company transactions. They help prevent conflicts of interest and ensure compliance with disclosure requirements. These registers are crucial for maintaining good corporate governance standards and are regularly reviewed during board meetings and audits.

NoName of Register/RecordForm NumberSectionDescription
1.Register of Directors & KMP-Section 170(1) & Rule 17Contains personal details of directors and KMP, including DIN, addresses, securities held in the company and related entities. Preserved permanently. Authenticated by CS/Authorised Person. Open for inspection at AGM.
2.Register of Contracts with Interested DirectorsMBP-4Section 189 & Rule 16Records contracts where directors have an interest under Section 184 and related party transactions under Section 188. Placed before the next Board meeting and signed by all directors. Preserved permanently.
3.Register of Loans, Guarantees & SecuritiesMBP-2Section 186Details of loans, guarantees, and securities given by the company. Kept at the registered office. Open for member inspection. Extracts available on payment of fees not exceeding Rs. 10/page. Authenticated by CS/Authorised Person.
4.Register of Investments Not in Own NameMBP-3Section 187(3)Records investments held in a depository or nominee name. Chronological investment details are maintained. Open for inspection by members/debenture holders without fee. Authenticated by CS/Authorised Person.

Share Capital Related Registers Under Companies Act 2013

These registers track all movements and changes in the company's share capital structure. They are essential for maintaining accurate records of share transactions, special equity issuances, and capital restructuring activities. These registers help ensure compliance with capital market regulations and provide transparency in share-related corporate actions for investors and regulatory authorities.

NoName of Register/RecordForm NumberSectionDescription
1.Register of Renewed & Duplicate CertificatesSH-2Section 46 & Rule 6Records details when new certificates are issued in lieu of old ones. Cross-references made in the Register of Members. Preserved permanently. Authenticated by CS/Authorised Person. Kept at a registered office or where the Register of Members is maintained.
2.Register of Sweat Equity SharesSH-3Section 54 & Rule 8Details of sweat equity shares issued to employees/directors for know-how or intellectual property. Authenticated by the CS/Authorised Person. The entries must be made pursuant to the Board resolution approving the issuance. Kept at the registered office. Entries cross-referenced in Register of Members.
3.Register of Employee Stock OptionsSH-6Section 62(1)(b) & Rule 12It contains details of each ESOP granted, including the vesting schedule and exercise price. Kept at a registered office or Board-decided location. Authenticated by CS/Authorised Person. Required only for companies with ESOP schemes.
4.Register of Securities Buy BackSH-10Section 68(9) & Rule 17Records share buyback details including special resolution date, Board approval, number of shares, and buyback completion date. Authenticated by CS/Authorised Person. Kept at the registered office. Required only for companies conducting a buyback.

Charges and Security Registers

These registers provide critical information about the company's borrowings and security arrangements. They protect the interests of lenders, creditors, and other stakeholders by maintaining transparent records of all charges created on company assets. These registers are essential for credit evaluation and help ensure compliance with borrowing covenants and security requirements.

NoName of Register/RecordForm NumberSectionDescription
1.Register of ChargesCHG-7Section 85 & Rule 10Details of all charges/mortgages created on company assets. Preserved permanently. Charge instruments are preserved for 8 years from satisfaction. Authenticated by Director & Secretary. Open for inspection by members/creditors without fee, others on payment.
2.Register of Significant Beneficial OwnersBEN-3Section 90 & SBO Rules 2018Records details of individuals with significant control/ownership through corporate chains. Required for companies with complex shareholding structures. Authenticated by CS/Authorised Person. Updated based on declarations received from beneficial owners.
3.Register of Deposits-Section 73 & 76, Rule 14Records deposits accepted from the public, including depositor details, amounts, tenure, and interest rates. Preserved for 8 years from the financial year of entry. Authenticated by the Director & Secretary within 7 days. Required only for companies accepting deposits.

Meeting and Governance Records

These records ensure proper documentation of all corporate decisions and governance processes. Minutes of meetings serve as legal evidence of corporate decisions and are crucial for regulatory compliance. These records help maintain accountability, transparency, and provide historical context for corporate actions and strategic decisions taken by the company.

NoName of Register/RecordForm NumberSectionDescription
1.Minutes of General Meetings-Section 118Records the proceedings of AGM/EGM. Entries within 30 days of the meeting. Each page is initialled, and the last page is signed by the Chairman. Preserved permanently. Open for member inspection, minimum 2 hours daily. Copies available at Rs. 10/page maximum.
2.Minutes of Board Meetings-Section 118Board meeting proceedings and decisions. Signed by the Chairman of the same meeting or the next succeeding meeting. Preserved permanently. Kept at registered office or Board-decided location. Not open for member inspection.
3.Minutes of Committee Meetings-Section 118Separate minute books for each committee (Audit, CSR, NRC, etc.). Similar signing and preservation requirements as Board meetings. Entries within 30 days. Preserved permanently. Authentication by the respective Committee Chairman.
4.Attendance Register - Board Meetings-SS-1Records attendance of directors at Board meetings as per Secretarial Standard SS-1. Maintained by CS/Authorised Person. Essential for compliance with minimum meeting attendance requirements for directors.
5.Attendance Register - General Meetings-Companies RulesRecords member attendance at general meetings. Helps verify quorum and voting eligibility. Maintained by CS/Authorised Person. Required for all general meetings, including AGM and EGM.

Incorporation and Legal Documents

These fundamental documents establish the company's legal existence and govern its operations. They must be preserved permanently as they contain the company's constitutional framework and regulatory history. These documents are frequently referenced for legal compliance, regulatory filings, and corporate restructuring activities, making their proper maintenance absolutely critical.

NoName of Register/RecordForm NumberSectionDescription
1.Incorporation Documents-Section 7(1)All original documents filed with ROC for incorporation, including SPICe forms, declarations, and consents. Preserved permanently until dissolution. Maintained by the Company Secretary. Essential for proving the company's legal existence and registration.
2.Memorandum of Association (MOA)-Section 15The company's constitution defines objects, capital, and liability. Updated versions after alterations are maintained permanently. Copy provided to members within 7 days on payment of the prescribed fees. Penalty Rs. 1,000/day for non-compliance.
3.Articles of Association (AOA)-Section 15Internal governance rules and procedures. Updated versions are maintained permanently. Copy provided to members within 7 days on request with prescribed fees. Every alteration must be noted in all copies as per Section 15.
4.Books of Account-Section 128Financial records, including ledgers, vouchers, and supporting documents. Preserved for eight financial years immediately preceding the current year. Must provide a true and fair view of the company's affairs. Open for director inspection.
5.Annual Returns CopiesMGT-7Section 92 & Rule 11Copies of annual returns filed with the ROC. It contains a snapshot of company information as of the end of the official financial year. Preserved for a period of eight years from the date of filing with the ROC. Authenticated by CS and filed annually within prescribed timelines.

Specialised Registers Under the Companies Act

These registers cater to specific business activities and corporate actions undertaken by companies. They ensure compliance with specialised regulatory requirements and help maintain detailed records of complex transactions. These registers are maintained only by companies engaging in specific activities like private placements, postal ballots, or having managing directors with service contracts.

NoName of Register/RecordForm NumberSectionDescription
1.Record of Private PlacementPAS-5Section 42 & Rule 14Complete record of private placement offers, including application forms, allotment details, and investor information. Maintained at a registered office. Required only for companies conducting private placements. Authenticated by CS/Authorised Person.
2.Register of Postal Ballot-Section 110 & Rule 22Records postal ballot details including voter information, ballot forms received, and scrutinizer's report. Maintained by the scrutinizer during the postal ballot process. Contains invalid/defaced ballot details. Required only when a postal ballot is conducted.
3.Contracts of Service - Managing Directors-Section 190Copy of service contracts with Managing/Whole-time Directors or a written memorandum of terms if not in writing. Open for member inspection without fee. Required only for public companies. Maintained at the registered office permanently.

The Step-by-Step Process for Maintaining Statutory Registers

Setindiabiz provides comprehensive assistance for maintaining statutory registers with complete legal compliance. Our systematic approach ensures accuracy and timeliness.

1

Step-1: Initial Register Setup (Days 1-3)

Set up all mandatory registers in the formats prescribed by the Companies Act Rules, such as Form MGT-1 for members and Form SH-1 for share certificates. It is crucial to identify all registers applicable to the company. These formats are stipulated in the Rules, not provided directly by the Registrar of Companies.

2

Step-2: Data Collection and Verification (Days 4-7)

Collect all relevant documents and information from company records, directors, and members. Verify the accuracy of personal details, shareholding patterns, and legal documentation. Cross-check information with official records like the PAN database and ensure all details are current and complete before entering into registers.

3

Step-3: Register Entry and Authentication (Days 8-10)

Make entries in all applicable registers within seven days of board approval for allotments or transfers. Ensure proper authentication by company secretary or authorized person as mandated by rules. All entries must be dated and signed appropriately to maintain legal validity and avoid future complications.

4

Step-4: Record of Decisions (Continuous)

The decisions leading to entries (e.g., share allotment, transfer) must be recorded in board minutes. The register entries must then be authenticated by the Company Secretary or another person authorised by the Board. This authentication does not need to occur at a board meeting, but must be completed promptly after the entry is made.

5

Step-5: Ongoing Maintenance and Updates (Continuous)

Update registers within prescribed timelines for any changes in membership, directorship, or other relevant information. Maintain registers at the registered office and ensure availability for inspection by authorised persons. File necessary forms with the Registrar of Companies when required and keep backup copies for security.

Benefits of Proper Register Maintenance Section

Proper authentication and maintenance of statutory registers is critical for legal compliance. Each register has specific requirements for authentication, preservation, and accessibility.

Legal Protection & Compliance

Complete register maintenance protects against legal notices, penalties, and prosecution proceedings. Proper documentation serves as evidence in legal disputes and regulatory inquiries, ensuring companies meet all statutory obligations under the Companies Act 2013.

Authentication Requirements

All register entries must be authenticated by the Company Secretary or a Board-authorised person with the resolution date mentioned. Register of Contracts with Interested Directors requires placement before the next Board meeting and signatures from all present directors.

Preservation Standards

Different registers have specific preservation requirements. Member and Director registers preserved permanently, while Debenture Holder registers kept for 8 years from redemption. Charge registers preserved permanently with instruments kept 8 years from satisfaction.

Location Compliance

Registers are maintained at the registered office unless a special resolution authorises an alternate location within the same city where one-tenth of the members reside. Employee Stock Option registers can be kept at Board-decided locations for operational convenience.

Inspection Rights Management

Members, debenture holders, and beneficial owners inspect registers during business hours without fees for minimum 2 hours daily. Other persons pay fees not exceeding Rs. 50 per inspection and Rs. 10 per page for copies.

Electronic Maintenance Options

Companies Act 2013 permits electronic register maintenance with proper security measures. While practical necessity for large entities and required by other regulations like SEBI rules for listed companies, the Act itself doesn't mandate based on member numbers.

Penalties for Non-Maintenance of Statutory Registers

Non-compliance with statutory register requirements attracts severe penalties under the Companies Act 2013. Understanding these consequences helps companies prioritise compliance.

Type of ViolationCompany PenaltyOfficer PenaltyAdditional Notes
Contravention of Section 88 (Register of Members, etc.).Fine between ₹50,000 and ₹3,00,000Fine between ₹25,000 and ₹1,00,000No continuing daily penalty for this specific default
Register of Charges (Non-maintenance).Fine from ₹1 lakh to ₹10 lakhImprisonment up to 6 months OR fine from ₹25,000 to ₹1 lakh, or bothOne of the few registers where imprisonment is specifically provided
MOA & AOA Copy Defaults (Failure to provide copies within 7 days).Penalty of ₹1,000 per day during the default period or ₹1 lakh, whichever is lessSame as company penaltyApplies when failing to provide copies to members within 7 days of the request
Other Related Offences (SBO Register, False Statements).As per respective sectionsImprisonment is possible under Section 90 (SBO) or Section 448 (False Statements)General non-maintenance of the Register of Members under Section 88 does not attract imprisonment.

Additional Consequences: Apart from monetary penalties, non-compliance can lead to prosecution proceedings, disqualification of directors, and difficulties in regulatory approvals. Companies may face restrictions in raising funds, entering into contracts, or conducting business operations effectively.

Frequently Asked Questions