Every company incorporated in India must maintain a defined set of statutory registers — the formal books of record mandated by the Companies Act, 2013. Kept at the registered office and updated as events occur, these registers evidence a company's ownership, management, borrowings and related-party dealings. They are usually the first documents a Registrar of Companies (ROC) inspector, statutory auditor or due-diligence team asks to see.
What statutory registers are
Statutory registers are separate from your accounting books and minute books. They record the company's legal structure and key transactions in a prescribed format. Most are governed by specific sections of the Companies Act, 2013 read with the relevant rules, and several use MCA-notified forms. Failing to maintain them accurately is a standalone offence, independent of whether your accounts are otherwise in order.
Registers every company must keep
The core registers, with their governing provisions and prescribed forms, are:
| Register | Form | Provision |
|---|---|---|
| Register of Members | MGT-1 | Section 88 |
| Register of Debenture-holders / other security holders | MGT-2 | Section 88 |
| Register of Directors and KMP and their shareholding | — | Section 170 |
| Register of Charges | CHG-7 | Section 85 |
| Register of Loans, Guarantee, Security and Investments | MBP-2 | Section 186 |
| Register of Contracts with interested directors | MBP-4 | Section 189 |
| Register of Renewed and Duplicate Share Certificates | SH-2 | Share Capital Rules |
Note that Form MBP-4 belongs to the Register of Contracts (Section 189), not the Register of Directors — a common labelling error. Registers for debenture-holders, sweat equity, ESOP or buy-back apply only when the relevant event has actually occurred.
How they must be maintained
- Location: at the registered office. Under Section 94, they may be kept elsewhere in India where more than one-tenth of members reside, if approved by special resolution and a copy is filed with the ROC.
- Electronic form: registers may be maintained electronically under Section 120; records must be legible, tamper-evident and retrievable.
- Preservation: the Register of Members and Register of Charges are preserved permanently; other registers are retained for the periods specified in the rules.
- Inspection: under Section 94, members and debenture-holders may inspect key registers free of charge during business hours; any other person may inspect on payment of the prescribed fee.
- Authentication: entries must be made promptly, in chronological order, and authenticated by the company secretary or a person authorised by the Board.
Penalties for non-maintenance
The consequences are real and increasingly enforced. For the Register of Members, debenture-holders or other security holders, Section 88(5) imposes a penalty of ₹3 lakh on the company and ₹50,000 on every officer in default. Other registers carry their own penalties, and the MCA has issued a growing number of adjudication orders — including for a missing Form MBP-4 — so treat these as live compliance items, not mere paperwork.
Practical tips
- Update each register at the time of the event (allotment, transfer, charge creation, board appointment), not once a year before the AGM.
- Reconcile the Register of Members and Register of Directors with your MCA filings (MGT-7/7A, DIR-12) so the records never diverge.
- If you outsource secretarial work, confirm your company secretary holds the physical or electronic registers and keeps them current.
- Keep the registers ready for inspection — investors and lenders routinely demand them during due diligence.