When it comes to company law compliance in India, one of the most overlooked yet crucial aspect is the maintenance of statutory registers under the Companies Act, 2013. These registers are not just paperwork; they are the backbone of corporate transparency. Think of them as the official diaries of a company that record vital information about its members, directors, charges, contracts, and more.
Every company, whether a small private limited or a listed entity, is legally bound to maintain these registers. They serve as a ready reference for regulators, shareholders, and even potential investors to understand how well a company is managed. In fact, failing to maintain them can attract heavy penalties and legal consequences under the Companies Act, 2013.
In this article, we’ll decode the list of statutory registers required under the Companies Act, 2013, explain why they are important, who is responsible for maintaining them, and what happens if a company ignores this compliance. Whether you are a company secretary, director, or entrepreneur, this guide will help you stay compliant with ease.
Legal Provisions Governing Statutory Registers
Statutory registers are not just helpful records but a legal requirement under the Companies Act, 2013. The Act clearly specifies which registers every company must maintain, what details they should contain, and how they help in ensuring corporate transparency.
Here is a quick look at the key sections of the Act that govern statutory registers:
| Type of Register | Section of Companies Act, 2013 |
| Register of Charges | Section 85 |
| Register of Members, Debenture Holders, and Other Security Holders | Section 88 |
| Register of Directors and Key Managerial Personnel (KMP) | Section 170 |
| Register of Loans, Investments, Guarantees, and Securities | Section 186 |
| Register of Contracts or Arrangements in which Directors are Interested | Section 189 |
In simple terms, these registers act like the official evidence of a company’s activities and decisions. As per Section 95 of the Companies Act, 2013. Keeping them updated not only keeps the business safe from penalties but also builds confidence among shareholders, investors, and regulators.
Statutory Registers Under the Companies Act, 2013
The Companies Act, 2013 mandates maintenance of various statutory registers for effective corporate governance and regulatory compliance. The following table provides a quick reference to each register, along with its prescribed form, relevant section, and supporting documents required for accurate preparation and updating.
| Name of Register | Statutory Form | Section of the Act | Key Reference Documents for Preparation or Updating registers |
| Register of Members | MGT-1 | Section 88 and Rule 3 of Companies (Management & Administration) Rules, 2014 | PAS-3 (Return of Allotment)SH-4 (Share Transfer Form), Board/Shareholder ResolutionsShare CertificatesList of members filed with Annual Return |
| Register of Other Security Holders | MGT-2 | Section 88 and Rule 4 of Companies (Management & Administration) Rules, 2014 | PAS-3SH-4Board/Shareholder Resolutions, Debenture CertificatesFinancial Statements |
| Foreign Register (if authorised by Articles) | MGT-3 (intimation to ROC) | Section 88 and Rule 7 of Companies (Management & Administration) Rules, 2014 | Copy of Foreign RegisterFiling acknowledgement of MGT-3Records of entries updated in India |
| Register of Directors & Key Managerial Personnel (KMP) | No specific form | Section 170(1) read with Rule 17 of Companies (Appointment and Qualification of Directors) Rules, 2014 | DIR-12Board/Shareholder ResolutionsMCA Director Master DataMBP-1 (Disclosure of Interest), DIR-8 (non-disqualification) |
| Register of Charges (if company has taken secured loan) | CHG-7 | Section 85 and Rule 10 of Companies (Registration of Charges) Rules, 2014 | CHG-1 / CHG-4/ CHG-9MGT-14 (for public companies),Financial StatementsLoan Agreements |
| Register of Deposits | Prescribed format under Deposit Rules | Section 73 & 76 and Rule 14 of Companies (Acceptance of Deposits) Rules, 2014 | DPT-1 (Circular/Statement)DPT-3 (Return of Deposits)Financial StatementsAuditor’s ReportBoard Report disclosures |
| Register of Loans, Guarantees and Securities | MBP-2 | Section 186(9) and Rule 12 of Companies (Meetings of Board & its Powers) Rules, 2014 | Board/Shareholder ResolutionsMGT-14CHG-1 (if applicable)Financial StatementsAuditor’s Report, Board Report |
| Register of Investments not held in Company’s Name | MBP-3 | Section 187 and Rule 14 of Companies (Meetings of Board & its Powers) Rules, 2014 | Board/Shareholder ResolutionsMGT-6 (if filed) Financial Statements, Board Report |
| Register of Contracts/Arrangements in which Directors are Interested | MBP-4 | Section 189 and Rule 16 of Companies (Meetings of Board & its Powers) Rules, 2014 | Board/ShareholderResolutionsMGT-14 (if filed),Financial Statements (RPT disclosure)AOC-2MBP-1 (Disclosure of Interest) |
| Register of Sweat Equity Shares | SH-3 | Section 54 and Rule 8(14) of Companies (Share Capital & Debentures) Rules, 2014 | Board & Special Resolutions Valuation ReportShare Allotment Details |
| Register of Employee Stock Options (ESOP) | SH-6 | Section 62(1)(b), and Rule 12(10) of Companies (Share Capital & Debentures) Rules, 2014 | Board/Shareholder ResolutionsPAS-3MGT-14Financial StatementsBoard Report |
| Register of Securities Bought Back | SH-10 | Section 68(9), Rule 17(12) of Companies (Share Capital & Debentures) Rules, 2014 | SH-8 (Letter of Offer)SH-9 (Declaration of Solvency)SH-11 (Return of Buy-back),SH-15 Financial Statements Auditor’s ReportBoard Report |
| Register of Renewed/Duplicate Share Certificates | SH-2 | Section 46 and Rule 6(3) of Companies (Share Capital & Debentures) Rules, 2014 | Board Resolution approving issueDetails of old & new certificates Member particulars |
| Register of Significant Beneficial Owners (SBO) | BEN-3 | Section 90 and Rule 5 of Companies (Significant Beneficial Owners) Rules, 2018 | BEN-1 (Declaration by SBO)BEN-2 (Return to ROC), Shareholding structure/indirect holdings |
| Register of Postal Ballot | No specific statutory form (maintained by Scrutinizer) | Section 110 and Rule 22(10) of Companies (Management & Administration) Rules, 2014 | Postal Ballot FormsMember recordsScrutinizer’s ReportChairman’s signed minutes |
Other Registers
- Attendance Register
- Proxy Register
- Application and Allotment Register
- Share Transfer Register
- Fixed Asset Register
Who is Responsible for Maintaining Statutory Registers?
- Board of Directors – Hold overall responsibility to ensure statutory registers are properly maintained as per the Companies Act, 2013.
- Company Secretary (CS) – Prepares, updates, and safeguards statutory registers, ensuring timely and accurate entries.
- Authorised Director/Officer – In companies without a CS, the Board may assign this duty to a director or officer.
Keeping statutory registers updated is not just a compliance formality but a proof of good governance and transparency and company is ultimately liable for penalties in case of non-maintenance.
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Preservation and Inspection of Statutory Registers
Keeping statutory registers is not just about preparing them once and forgetting about it. The Companies Act, 2013 also tells companies where these registers should be kept, how long they must be preserved, and who is allowed to inspect them. These rules are in place to make sure companies stay transparent and accessible to stakeholders.
Preservation of Registers
- All statutory registers should normally be kept at the registered office of the company.
- If members approve by a special resolution, the company can also keep them at another place where at least one-tenth of its members live (Section 94).
- Most statutory registers are meant to be preserved permanently, so they always remain available as an official record.
Inspection of Registers
- Members, debenture holders, and security holders have the right to inspect these registers during business hours, and they do not have to pay any fee for it (Section 94).
- Other people can also request an inspection, but they need to pay the prescribed fee.
- If a member asks for a copy or extract from any register, the company must provide it within seven working days of the request.
- Some registers, like the Register of Directors and Key Managerial Personnel (Section 170) and the Register of Contracts in which Directors are Interested (Section 189), are also available for members to check during general meetings.
Consequences of Non-Maintenance of Statutory Registers
Statutory registers are not just a formality, they are a legal requirement under the Companies Act, 2013. If a company fails to maintain them, it is treated as a case of non-compliance, which can lead to serious consequences.
| Consequence | Impact on Company / Officers | Relevant Section & Penalty |
| Financial Penalties on Company | The company can be fined for not maintaining registers as per the Act. | Section 88(5): Company shall be fined of ₹3,00,000 for default in maintaining Register of Members. |
| Penalties on Officers in Default | Directors, Company Secretary, and otherofficers in default may be responsibleand face fines and personal liability. | Section 88(6): Officer in default shall be fined ₹50,000. |
Other Consequences: –
| Consequence | Impact on Company / Officers |
| Regulatory Scrutiny | The Registrar of Companies (ROC) may initiate inspections, inquiries, or investigations into company affairs. |
| Loss of Transparency | Shareholders, investors, and regulators lose access to important company information, reducing trust. |
| Damage to Reputation | Non-compliance affects the company’s corporate image and may harm investor confidence. |
| Weak Corporate Governance | Failure to maintain registers is flagged during audits and compliance checks, lowering governance standards. |
Best Practices for Maintaining Statutory Registers
| Best Practice | Why It Matters |
| Keep Registers Updated Regularly | Timely entries prevent compliance gaps and last-minute hassles. |
| Maintain Registers at the Registered Office | Ensures registers are available for inspection as required under Section 94. |
| Adopt Digital Record-Keeping | Electronic registers (where permitted) reduce errors, improve accessibility, and ensure data security. |
| Ensure Accuracy of Entries | Correct details of members, directors, and charges avoid disputes and legal issues. |
| Assign Responsibility | A Company Secretary or authorised officer ensures accountability for compliance. |
| Conduct Regular Audits | Internal audits of registers help identify gaps early and keep the company inspection ready. |
| PreserveRegisters Permanently | Most registers must be preserved permanently as per the Companies Act, 2013. |
| Facilitate Easy Inspection | Allowing inspection under Section 94 builds trust with members and stakeholders. |
Conclusion
Statutory registers under the Companies Act, 2013 are much more than a legal formality. They act as the official record of a company’s key activities, covering members, directors, charges, contracts, and other important details. Properly maintaining and preserving these registers is a sign of good governance, transparency, and accountability.
Companies that keep their statutory registers updated not only avoid penalties and regulatory action but also gain the trust of shareholders, investors, and regulators. On the other hand, overlooking them can result in fines, loss of credibility, and even legal scrutiny.
The best approach is to adopt a compliance-first mindset: update registers on time, assign responsibility to a Company Secretary or authorised officer, and ensure they are always ready for inspection. This way, businesses stay legally compliant and build a strong foundation for long-term growth.
In a nutshell, ensuring compliance with statutory registers is not just about avoiding penalties, it is about building trust and strengthening corporate governance in line with the Companies Act, 2013.
The expert team of My legal business LLP helps you craft registers as per the Companies Act, 2013 so that your company stays complaint and business of company runs smoothly.
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