Statutory Registers Every Company Maintains

TL;DR

Every company must maintain statutory registers under the Companies Act: Register of Members (Section 88), Register of Directors and KMP (Section 170), Register of Charges (Section 85), Register of Contracts in which directors are interested (Section 189), Register of Deposits (Section 73), and Register of Share Transfers (Section 44).

Every company incorporated under the Companies Act, 2013 must maintain a set of statutory registers. These registers are in addition to the books of account (covered in our Books of Accounts guide). The registers are legal records of the company’s ownership, governance, and financial obligations. The RoC, the Income Tax Department, and investors inspect these registers. This post is the operational guide to each register, its contents, and the maintenance discipline.

Register of Members — Section 88

What

The Register of Members records the shareholding pattern of the company — every member (shareholder), the number of shares held, the date of acquisition, the share certificate numbers, and any transfers.

Format

The register contains:

• Member’s name and address.
• PAN and Aadhaar (for Indian members).
• CIN / LLPIN (for corporate members).
• Number of shares held.
• Class of shares (equity, preference).
• Distinctive numbers of the share certificates.
• Date of entry as a member.
• Date of cessation (if any).
• Folio number.

Maintenance

The register is maintained at the registered office. The register may be maintained in physical or electronic form. For most companies, the physical register is a bound book with consecutive page numbers, signed by the company secretary / director.

Update

The register is updated on:

• Allotment of new shares.
• Transfer of shares (purchase, gift, transmission).
• Forfeiture of shares.
• Conversion of shares.
• Transmission on death of a member.

The update is typically done within 7 days of the event.

The Annual Return

The register’s contents are reflected in the Form MGT-7 (annual return) filed with the RoC. The register is the source of the data in MGT-7.

Register of Directors and KMP — Section 170

What

The Register of Directors and Key Managerial Personnel records the company’s directors, manager, CEO, CFO, and Company Secretary. The register contains:

• Name, father’s name, date of birth.
• PAN, DIN, Aadhaar.
• Residential address.
• Nationality.
• Occupation.
• Date of appointment.
• Date of cessation (if any).
• Other directorships / committee memberships.

Maintenance

The register is maintained at the registered office. The register is updated on appointment, resignation, or change in particulars of any director / KMP.

The Annual Return

The register’s contents are reflected in Form MGT-7 (annual return).

Register of Charges — Section 85

What

The Register of Charges records every charge created by the company on its assets — every loan that is secured against the company’s property, every mortgage, every lien. The register contains:

• Date of creation of the charge.
• Description of the charge.
• Amount secured by the charge.
• Name of the charge holder (bank, financial institution, etc.).
• Particulars of the property charged.
• Date of satisfaction (when the loan is repaid).

Maintenance

The register is maintained at the registered office. The register is updated whenever a new charge is created or an existing charge is satisfied. The RoC must be informed within 30 days of the creation of a charge (Form CHG-1) or the satisfaction (Form CHG-4).

The Common Triggers

• Term loan from a bank (secured by the company’s assets).
• Working capital facility (secured by inventory and receivables).
• Equipment loan (secured by the equipment).
• Inter-corporate deposit (if secured).
• Personal guarantee by the director + corporate guarantee by the company (if the guarantee is treated as a charge).

Register of Contracts in which Directors are Interested — Section 189

What

The register records every contract or arrangement in which a director of the company is interested (directly or indirectly). The register contains:

• Date of the contract.
• Parties to the contract.
• Particulars of the director’s interest.
• Nature of the contract.
• Value of the contract.

Maintenance

The register is maintained at the registered office. The register is updated whenever a director enters into a contract with the company (or a related party transaction). The director must disclose the interest at the board meeting (Form MBP-1).

The Common Triggers

• Sale / purchase of goods / services between the company and a director’s relative.
• Lease of property between the company and a director.
• Loan from the company to a director.
• Loan from a director to the company.
• Appointment of a relative of a director to a position in the company.

Register of Deposits — Section 73

What

The register records every deposit accepted by the company — public deposits, deposits from directors, deposits from members. The register contains:

• Name and address of the depositor.
• Date of acceptance.
• Amount of the deposit.
• Rate of interest.
• Duration of the deposit.
• Date of repayment.

Maintenance

The register is maintained at the registered office. The register is updated whenever a deposit is accepted or repaid. The company must file a return of deposits (Form DPT-3) annually with the RoC.

The Common Triggers

• Public deposit (a private company cannot accept deposits from the public — only from members and directors under Section 73).
• Inter-corporate deposit (if treated as a deposit under the Act).
• Director’s deposit.

Register of Share Transfers — Section 44

What

The register records every transfer of shares of the company. The register contains:

• Date of the transfer.
• Name of the transferor and the transferee.
• Number of shares transferred.
• Distinctive numbers of the share certificates.
• Folio number.

Maintenance

The register is maintained at the registered office. The register is updated whenever a share transfer is registered. The instrument of transfer (the share transfer deed) is preserved with the register.

The Common Triggers

• Sale of shares by a shareholder to a third party.
• Gift of shares.
• Transmission on death (the legal heirs become the new members).
• Conversion of preference shares to equity.
• Buy-back of shares.

Other Statutory Registers

Beyond the major registers, a company must also maintain:

Register of Investments — Section 187

The register records every investment made by the company in securities, property, or other assets.

Register of Loans — Section 186

The register records every loan given by the company — to directors, to related parties, to other companies.

Register of Proxies — Section 105

The register records the proxies appointed by members for general meetings.

Minutes Book — Section 118

The minutes book records the proceedings of board meetings and general meetings.

The Inspection Rights

Every statutory register is open for inspection by:

• The members of the company (free of charge during business hours).
• The directors (at any time).
• The RoC officers (on demand).
• The Income Tax officers (on demand, under Section 133 of the Income-tax Act).
• The auditors of the company.

Inspection requests by members must be honoured within 7 days. Refusal attracts a penalty under Section 85(4).

The Common Mistakes

Mistake 1 — Registers not maintained at all

The most common mistake. The company is operating without the statutory registers. The RoC may issue a notice and impose a fine under Section 88(5) — for the company, a fine up to ₹50,000 and a further fine up to ₹100 per day for every day of continuing default; for the defaulting officer, a fine up to ₹10,000 and a further fine up to ₹100 per day of continuing default. (The pre-2020 amendment amount of ₹50 per day is no longer the prescribed penalty.)

Mistake 2 — Registers not updated

The registers are maintained but not updated on changes (allotment, transfer, director change). The registers are stale. The annual return MGT-7 contradicts the register — a defect.

Mistake 3 — Wrong format

The registers are maintained in a format that does not match the prescribed format. The RoC may reject the annual return.

Mistake 4 — Lost or damaged registers

The registers are lost (fire, flood, hard disk failure) or damaged. The company must reconstruct the registers from the available records (board minutes, share certificates, MGT-7 history). The reconstruction is expensive.

Mistake 5 — Registers not preserved

The Companies Act requires the registers to be preserved for 8 years (the same as the books of account). Short retention is a defect.

The Single Most Important Advice

Maintain the registers from Day 1 of incorporation. The registers are the legal record of the company’s ownership and governance. The cost of maintaining the registers is low; the cost of reconstructing them is high.

When to Get Help

For a Pvt Ltd, the statutory registers are maintained by the company secretary (or a CA-led team). For an LLP, the registers are simpler. For an OPC, the registers are minimal.

We routinely handle the statutory register maintenance for clients. Our annual compliance service covers the register maintenance, the annual return (MGT-7), and the related MCA filings. Share your company CIN and the date of incorporation on WhatsApp for a no-charge assessment.

For the related annual return filing, see our Annual ROC filing guide. For the related board meeting minutes, see our Board meetings guide.

Sources

• Companies Act, 2013 — Sections 44, 73, 85, 88, 105, 118, 170, 186, 187, 189
• MCA — Form MGT-7, Form CHG-1, Form CHG-4, Form DPT-3, Form MBP-1
• Companies (Management and Administration) Rules, 2014