Statutory Registers Under the Companies Act: What Every Indian Subsidiary Must Maintain (2026)
Written by the Delhi Legal Company India Entry & FDI Advisory team · Last updated August 2026 · Verified against Sections 85 to 189 of the Companies Act, 2013 and the rules made under them
Introduction
The first document request in any India diligence is the statutory registers. Not the accounts, not the contracts — the registers.
They are asked for first because they are the fastest way to find out whether a company has been properly run. A complete set, written up contemporaneously, tells a buyer that someone has been paying attention for the whole life of the company. A set produced in a single week, in one handwriting, with entries dated across four years, tells them the opposite — and it is visible.
Foreign-owned Indian subsidiaries are particularly exposed here, for a reason that has nothing to do with negligence. The parent’s company secretary maintains the parent’s registers under the parent’s law. The Indian accountant does the tax filings. The company secretary does the ROC filings. Nobody was told to open the registers, so nobody did.
The penalty is not the main problem, though it is substantial — ₹3,00,000 on the company and ₹50,000 on every officer in default, per register. The main problem is that registers cannot be honestly reconstructed, and the moment they are needed is the moment that matters.
This guide sets out which registers apply, which two foreign-owned companies most reliably miss, what the seven-day rule means in practice, and where the published guidance gets the foreign register wrong.
About this guide
Delhi Legal Company works exclusively with foreign companies establishing and operating in India. Statutory registers are the compliance item most often absent when we first look at a subsidiary’s records, and the one that costs most at the point of a transaction.
Where a rule is settled we state it with the section and form. Where published guidance conflicts — and on the foreign register and on continuing penalties it does — we say so and explain the position.
Primary source: the Ministry of Corporate Affairs for the Companies Act, 2013, the Companies (Management and Administration) Rules, 2014, and the other rules prescribing register formats.
1. What a statutory register is, and why it is not the accounts
A statutory register is a record the Act requires the company itself to keep, in a prescribed form, at a prescribed place, updated within a prescribed time.
It is different from three things it is often confused with.
| Statutory registers | Books of account | MCA filings | |
|---|---|---|---|
| Purpose | Record of corporate facts — who owns, who directs, what was decided | Financial record | Disclosure to the Registrar |
| Where kept | Registered office | Registered office or as the Board decides | Filed with the ROC |
| Who maintains | The company — CS or a person authorised by the Board | Accountant or auditor | CS or professional |
| Who sees them | Members, and others with statutory inspection rights | Auditors, tax authorities | Public record |
| When examined | Diligence, inspection, investigation | Audit, assessment | Continuously, by anyone |
The critical distinction: your annual return discloses to the Registrar what the register says. It does not replace the register. A company that has filed MGT-7 every year and never opened a register of members has filed accurate returns from a source that does not exist.
2. The registers your Indian subsidiary must keep
| Register | Section | Form | Applies to a foreign-owned subsidiary? |
|---|---|---|---|
| Register of Members | 88(1)(a) | MGT-1 | Always |
| Register of Debenture Holders | 88(1)(b) | MGT-2 | If debentures issued |
| Register of Other Security Holders | 88(1)(c) | MGT-2 | If other securities issued |
| Register of Directors and KMP, and their shareholding | 170 | Prescribed particulars | Always |
| Register of Charges | 85 | CHG-7 | Always — even if nil |
| Register of Significant Beneficial Owners | 90 | BEN-3 | Almost always — see section 4 |
| Register of Contracts in which Directors are Interested | 189 | MBP-4 | Almost always — see section 5 |
| Register of Loans, Guarantees, Security and Investments | 186 | MBP-2 | Where such transactions occur |
| Minutes Books — board and general meetings | 118 | Prescribed manner | Always |
2.1 Registers that apply on an event
| Register | Form | Trigger |
|---|---|---|
| Register of Share Transfers | SH-6 | Any transfer or transmission of shares |
| Register of Renewed and Duplicate Share Certificates | SH-2 | A certificate is reissued |
| Register of Sweat Equity Shares | SH-3 | Sweat equity issued |
| Register of Employee Stock Options | SH-6 | An ESOP scheme exists — see ESOPs for Indian employees of a foreign parent |
| Register of Shares Bought Back | SH-10 | A buyback is undertaken |
| Register of Deposits | Prescribed | Deposits accepted |
| Register of Investments not held in the company’s own name | MBP-3 | Investments held through a nominee |
2.2 The nil register point
A register with no entries is still a register. A company with no charges must maintain a register of charges showing that position, not simply not have one.
This sounds pedantic and it is exactly what an inspection or a diligence request tests. “We have no charges” is a statement; a maintained CHG-7 showing no entries is a record.
3. The two registers foreign-owned subsidiaries always miss
In our experience, if a foreign-owned Indian subsidiary has an incomplete set, these are the two that are absent.
3.1 BEN-3 — the register of significant beneficial owners
Section 90 requires the company to maintain a register of significant beneficial owners in Form BEN-3.
Foreign groups miss this for a specific and understandable reason: they believe the exemption for shares held by a holding reporting company covers them. It does not, because that exemption applies where the member is itself an Indian reporting company. An overseas parent is not, so the analysis continues up the chain to the natural persons.
Two consequences follow. Almost every foreign-owned Indian subsidiary has an SBO analysis to do. And whether or not it produces an identified SBO, the register is part of the obligation.
This is covered in full in significant beneficial ownership and Form BEN-2, including the enforcement action that reached the chief executive of a global parent.
3.2 MBP-4 — the register of contracts in which directors are interested
Section 189 requires a register of contracts or arrangements in which directors are interested, in Form MBP-4, with prescribed particulars.
Foreign-owned subsidiaries transact with their parent constantly — management fees, royalty, product purchases, cost recharges. Where a director of the Indian company is also connected to the parent, and typically several are, those contracts belong in MBP-4.
The register is a standing obligation, separate from the Section 188 approval and separate from the AOC-2 disclosure. Groups that have handled the approvals sometimes still have no register.
See related party transactions under Section 188.
3.3 Why these two specifically
Both are triggered by the shape of the group rather than by an event in India. A share transfer produces an obvious trigger — something happened, someone updates SH-6. A foreign parent’s ownership chain and its intercompany agreements do not produce a moment at which anyone thinks “that goes in a register.”
Which is why both need to be on a checklist rather than left to prompt themselves.
4. The seven-day rule
This is the provision that decides whether your registers are genuine records or a reconstruction.
The entries in the registers maintained under section 88 shall be made within seven days after the Board of Directors’ approval.
Seven days. Not at the year end, not when the auditor asks, and not when a buyer’s counsel does.
4.1 Why it cannot be caught up later
A register written up three years after the events it records is not a compliant register that happens to be late. It is a document created after the fact, and three features make that visible:
- Entries across several years in a single handwriting and a single ink
- No corrections, no interlineations, nothing that accumulates in a document maintained over time
- Authentication dates that cluster, when they should be spread across years
Experienced diligence counsel look for exactly this, because it tells them something about the company’s governance beyond the register itself.
4.2 Authentication
The entries in the registers maintained under section 88 and the index included therein shall be authenticated by the company secretary of the company or by any other person authorised by the Board for the purpose, and the date of the board resolution authorising the same shall be mentioned.
Two points for a subsidiary with no company secretary, which most small foreign-owned companies are.
Someone must be authorised by the Board. That is a board resolution, and its date has to appear in the register. A register maintained by an accountant nobody formally authorised is defective on its face.
Do it at the first board meeting. Authorising the person who will maintain the registers is a one-line resolution and it should be passed alongside the appointment of the first auditor. See board resolutions and minutes.
5. Where they are kept
At the registered office. That is the default and it is where an inspection will look.
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 permits the alternative location, and the proviso requires a copy of the proposed special resolution to be given to the Registrar in advance of the meeting.
5.1 The problem this creates for a virtual office
If your registered office is a serviced or virtual address, the registers are supposed to be there.
In practice, groups keep them with their company secretarial provider or their accountant, which is sensible for custody and unhelpful for compliance. Three ways to handle it:
- Keep the physical registers at the registered office, with the provider holding working copies
- Maintain them electronically under Section 120, so that “where they are kept” becomes a question of accessibility rather than physical location
- Where the registers genuinely sit elsewhere, use the Section 94 route if the members-residence condition can be satisfied
Whatever the arrangement, someone at the registered office must be able to produce them on an inspection. See registered office vs virtual office in India.
6. Electronic maintenance
Section 120 permits records required to be kept under the Act to be maintained in electronic form, subject to conditions.
Section 120 permits digital maintenance — the records must be reproducible in printed form, tamper-proof, and available for inspection.
Electronic records must be in a readable, retrievable and secure format with proper authentication through digital signatures. Listed companies and companies with 1,000 or more shareholders are required to maintain registers electronically. All electronic records must have timestamps and audit trails.
For a foreign-owned subsidiary with a small shareholder base, electronic maintenance is optional but usually the better choice — it produces the timestamps and audit trail that make contemporaneity provable, which is precisely what a reconstructed paper register lacks.
6.1 What “tamper-proof” means practically
A spreadsheet on a shared drive is not a compliant electronic register. It has no audit trail, no authentication, and no protection against retrospective editing — which is the specific risk the requirement addresses.
Use a system that timestamps entries, records who made them, and cannot be edited without leaving a trace. Company secretarial software does this; a folder of Word documents does not.
7. The foreign register: what it actually is
This is where published guidance is most consistently muddled, and the misunderstanding matters for foreign-owned companies specifically.
7.1 What it is not
It is not a register of foreign members kept in India. Your overseas parent goes in the ordinary register of members in MGT-1, like any other member.
7.2 What it is
Section 88(4) permits a company, if so authorised by its articles, to keep in any country outside India a part of the register referred to in Section 88(1) — called a foreign register — containing the names and particulars of members, debenture-holders, other security holders or beneficial owners residing outside India.
Three features, each of which is regularly misstated:
- It is optional. A company may keep one; it is not required to.
- It is kept outside India. That is its entire purpose — it is a part of the register maintained abroad.
- The articles must authorise it. Without that authority in the articles, the company cannot keep one at all.
7.3 If you do keep one
A company shall file Form MGT-3 within 30 days of opening a foreign register. Any change therein shall also be reported in Form MGT-3 to the Registrar of Companies.
Form MGT-3 was revised by MCA notification dated 21 January 2023. Check the current version before filing.
The entries in the foreign register shall be authenticated by the company secretary or a person authorised by the Board by appending his signature to each entry.
7.4 Should a foreign-owned subsidiary keep one?
Usually not. For a subsidiary with one or two overseas members, a foreign register adds a filing obligation, an articles amendment if the authority is absent, and a second document to keep synchronised with the main register — in exchange for very little.
It becomes relevant where there is a substantial body of overseas security holders whose particulars are more practically maintained abroad. That is rare in a wholly owned or closely held subsidiary.
8. Preservation
| Record | How long |
|---|---|
| Register of members | Permanently |
| Minutes books | Permanently |
| Register of debenture holders and other security holders | Eight years from redemption |
| Electronic records generally | Accessible for at least eight financial years |
| Custody | Company secretary or a person authorised by the Board |
8.1 The point foreign groups miss
Permanently means permanently, and it outlasts the people.
The register of members and the minutes books survive every finance director, every outsourced accountant and every company secretarial provider the subsidiary will ever use. They also survive the company — directors’ liability continues after dissolution under Section 248(7), and the records may be the only evidence of what was properly done.
Store them somewhere institutional. Not on the laptop of whoever set them up.
9. Inspection rights
Different registers carry different access rights, and knowing which is which protects the company from over-disclosing as much as it ensures proper access.
| Register | Who may inspect |
|---|---|
| Register of members, debenture holders, other security holders | Members and debenture-holders free of charge during business hours; any other person on payment of the prescribed fee |
| Register of directors and KMP | Members, free of charge during business hours |
| Register of charges | Members and creditors free of charge; any other person on payment |
| Register of contracts with interested directors | Members, in the prescribed manner |
| Register of significant beneficial owners | Members, in the prescribed manner |
| Minutes of general meetings | Members, in the prescribed manner |
| Minutes of board meetings | Not open to members — directors, and others as permitted |
| All registers | The Registrar and other authorities, on inspection or investigation |
9.1 The board minutes point
Board minutes are not open to member inspection. That distinction matters when a minority shareholder in a joint venture asks for them, and it is worth knowing before the request arrives rather than during a dispute.
The company should have a settled position on what it will and will not produce, applied consistently.
10. Penalties
Under Section 88 of the Companies Act 2013, failure to maintain the Register of Members attracts a penalty of ₹3,00,000 on the company and ₹50,000 on every officer in default.
If a company does not maintain a register of members or debenture-holders or other security holders, or fails to maintain them in accordance with the provisions, the company shall be liable to a penalty of three lakh rupees and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees.
10.1 It is per register
This is the arithmetic that surprises people. The penalty attaches to the failure, and separate registers under separate sections are separate failures.
A company with no register of members, no BEN-3 and no MBP-4 has three defaults, assessed separately, each against the company and each against every officer in default.
Some published guidance also describes a continuing daily penalty under Section 88. The Companies (Amendment) Act, 2020 restructured the fine provisions into flat penalties as part of the decriminalisation exercise; confirm the current text before quantifying, because material written before 2020 describes a different structure.
10.2 Enforcement is real
In the financial year 2024-25, MCA adjudication orders against companies including Hermes I Tickets Pvt Ltd and Winstaar Enterprises Marketting Pvt Ltd confirm that the Registrar of Companies is actively penalising non-maintenance of statutory registers under Section 88, Section 94 and Section 170.
Note the sections in those orders. Not just Section 88 for the register itself, but Section 94 for where it was kept and Section 170 for the directors’ register — three separate limbs from one inspection.
10.3 The disqualification chain
The more serious exposure runs through filings rather than registers directly.
Section 164(2)(a) disqualifies directors from all companies for 5 years if the company defaults on Annual Return or Financial Statement filing for 3 consecutive years. Reinstatement requires NCLT proceedings.
Registers feed the annual return. A company whose registers are absent finds its annual return progressively harder to prepare accurately, and filing gaps follow.
The consequence attaches to the individual, across all companies. For a group whose executives sit on multiple boards worldwide, an unmonitored Indian subsidiary can produce a disqualification that reaches well beyond India. See the resident director requirement under Section 149(3).
11. What diligence actually asks for
If you want a practical test of whether your registers are adequate, this is it.
| Request | What it is really testing |
|---|---|
| Register of members from incorporation to date | Whether the cap table on the term sheet matches the statutory record |
| All board and general meeting minutes | Whether the four-meetings-a-year requirement was met, and whether decisions were authorised |
| Register of charges | Whether anything is encumbered, and whether satisfied charges were cleared |
| MBP-4 | Whether related party transactions were identified and approved |
| BEN-3 | Whether the ownership chain was analysed — and whether BEN-2 was filed |
| Share transfer register and certificates | Whether title is clean and transfers were properly recorded |
| Register of directors and KMP | Whether appointments and resignations were recorded and filed |
11.1 What a gap costs in a transaction
Not usually the penalty. What it costs is:
- Time. Reconstruction, corrective filings and, where a default is material, compounding — on a transaction timetable
- A disclosure. Which becomes a specific indemnity, uncapped or long-tailed
- Price. Unquantified compliance risk gets priced conservatively
- Credibility. A buyer who finds the registers absent looks harder at everything else
The registers themselves are cheap to maintain. It is their absence at a specific moment that is expensive.
12. Setting them up properly
12.1 In month one
- Pass the authorisation resolution at the first board meeting, naming the person who will maintain the registers, and record the resolution date
- Open every applicable register, including the ones with no entries
- Enter the incorporation position — subscribers in MGT-1, first directors in the Section 170 register
- Decide physical or electronic, and if electronic, use a system with timestamps and an audit trail
- Establish where they will be kept, and make sure someone at the registered office can produce them
- Run the SBO analysis and open BEN-3 with either the identified SBO or the documented conclusion that there is none
12.2 Then, continuously
The registers are updated within seven days of the relevant board approval. That means the update is part of the board meeting workflow, not a separate task someone remembers.
Build it into the meeting process: resolution passed, minutes drafted, register updated, all in the same week. Many groups run this through company secretarial services rather than trying to hold it internally.
12.3 Then, annually
Before the annual return is prepared, reconcile the registers against it — not after. The return should be drawn from the registers, which is what makes it accurate. See annual ROC filings in India.
13. If they were never opened
Most foreign groups reading this are in this position. The question is what to do about it.
13.1 Do not backdate
Creating a document that purports to have been maintained contemporaneously, when it was not, is a materially worse problem than an absent register. It is visible, and it converts a compliance gap into a question about the company’s honesty.
13.2 Reconstruct honestly, from source
Build the registers from primary evidence — incorporation documents, allotment records, board resolutions, filings already made, FC-GPR records, share certificates.
Date the reconstruction as what it is. A register that is complete, accurate and openly written up as at a stated date is a far better position than one that pretends.
13.3 Fix the underlying analysis while you are there
Opening BEN-3 requires the SBO analysis, which most groups have never done. Opening MBP-4 requires identifying the related party contracts, which frequently surfaces transactions that needed a board resolution and did not get one.
Deal with those as they emerge rather than recording them and moving on.
13.4 Install the process
A reconstruction without a maintenance process produces the same gap again within two years. The authorisation resolution, the seven-day update rule and the annual reconciliation are the whole system, and none of them is difficult.
Not sure whether your subsidiary has any registers?
The answer is usually no, and the answer is usually discovered by a buyer’s counsel. Tell us when your Indian company was incorporated and what corporate actions it has taken and we will tell you which registers should exist, what can be reconstructed from your existing records, and what the underlying analysis is likely to surface.
14. Twelve mistakes
- Assuming the annual return replaces the registers. The return is drawn from them.
- No BEN-3, because the group believed the holding company exemption applied to an overseas parent.
- No MBP-4, despite constant intercompany transactions with the parent.
- Not opening nil registers. “We have no charges” is a statement; a maintained register is a record.
- Writing up years of entries in one sitting, which is visible.
- No board authorisation for the person maintaining the registers, and no resolution date recorded.
- Updating at year end rather than within seven days of board approval.
- A spreadsheet on a shared drive treated as an electronic register, with no audit trail.
- Registers held by the accountant with nothing produceable at the registered office.
- Assuming the foreign register is for foreign members. It is an optional part of the register kept outside India, requiring authority in the articles.
- Losing custody when a finance director or provider changes, of records that must be preserved permanently.
- Backdating a reconstruction, converting a compliance gap into a credibility problem.
15. Checklist
Month one
- Board resolution authorising a named person to maintain and authenticate the registers, with the date recorded
- Register of members opened with the subscribers entered
- Register of directors and KMP opened with the first directors
- Register of charges opened, showing nil if applicable
- MBP-4 opened
- MBP-2 opened where loans, guarantees or investments are contemplated
- SBO analysis completed and BEN-3 opened, with a documented conclusion either way
- Minutes books opened for board and general meetings
- Physical or electronic decided; if electronic, a system with timestamps and audit trail selected
- Location established, with the ability to produce them at the registered office
Continuously
- Every register updated within seven days of the relevant board approval
- Each entry authenticated by the authorised person
- Share transfers recorded in SH-6 as they occur
- Director appointments, resignations and changes recorded and filed
- Charges recorded, and satisfactions cleared with CHG-4
- Related party contracts entered in MBP-4 as they are approved
- Changes at parent level assessed for their effect on BEN-3
Annually and on events
- Registers reconciled against the annual return before it is prepared
- SBO position re-verified against the current group structure
- Custody confirmed on any change of finance director or secretarial provider
- Registers reviewed before any transaction process begins, not during it
16. Frequently asked questions
Q1. Which statutory registers must an Indian subsidiary maintain?
At minimum: the register of members (MGT-1), the register of directors and KMP (Section 170), the register of charges (CHG-7), the register of significant beneficial owners (BEN-3), the register of contracts in which directors are interested (MBP-4), the register of loans, guarantees and investments (MBP-2) where applicable, and minutes books for board and general meetings. Event-driven registers such as share transfers (SH-6) apply as those events occur.
Q2. Does filing the annual return mean we do not need registers?
No. The annual return discloses to the Registrar what the register says; it does not replace it. A company that has filed MGT-7 every year with no register of members has been filing returns from a source that does not exist, which is a problem at the moment anyone asks to see the source.
Q3. Which registers do foreign-owned subsidiaries most often miss?
BEN-3 and MBP-4. Both are triggered by the shape of the group rather than by an event in India, so nothing prompts them. BEN-3 is missed because groups wrongly believe the holding company exemption covers an overseas parent; MBP-4 is missed despite constant intercompany transactions with that parent.
Q4. Do we need a register even if there is nothing to record?
Yes. A register with no entries is still a register, and a company with no charges must maintain a register of charges reflecting that. “We have no charges” is a statement; a maintained register showing no entries is a record, and an inspection or diligence request tests the second.
Q5. How quickly must entries be made?
Within seven days after the Board’s approval, for registers maintained under Section 88. This is the rule that determines whether your registers are genuine contemporaneous records or a later reconstruction, and it means the update belongs in the board meeting workflow rather than at the year end.
Q6. Who is allowed to make and authenticate entries?
The company secretary, or any other person authorised by the Board for the purpose, and the date of the board resolution authorising them must be mentioned. For a subsidiary with no company secretary, that resolution should be passed at the first board meeting alongside the appointment of the first auditor.
Q7. Where must the registers be kept?
At the registered office. Under Section 94 they may be kept at another place in India where at least one-tenth of the members reside, if approved by special resolution, with a copy of the proposed resolution given to the Registrar in advance. In practice, someone at the registered office must be able to produce them on inspection.
Q8. What if our registered office is a virtual or serviced address?
The registers are still supposed to be there. Practical options are keeping the physical registers at the registered office with the provider holding working copies, maintaining them electronically so accessibility rather than physical location is the question, or using the Section 94 route where its conditions can be met.
Q9. Can registers be maintained electronically?
Yes, under Section 120, subject to conditions — records must be readable, retrievable, secure, reproducible in printed form, tamper-proof and available for inspection, with timestamps and audit trails. Listed companies and companies with 1,000 or more shareholders must maintain them electronically; for others it is optional but usually the better choice.
Q10. Is a spreadsheet on a shared drive an electronic register?
No. It has no audit trail, no authentication and no protection against retrospective editing, which is the specific risk the requirement addresses. Use a system that timestamps entries, records who made them, and cannot be edited without leaving a trace.
Q11. What is the foreign register and do we need one?
It is an optional part of the register of members kept outside India, containing particulars of members and security holders residing abroad, and it requires authority in the company’s articles. It is not a register of foreign members kept in India — your overseas parent goes in the ordinary MGT-1. Most foreign-owned subsidiaries have no reason to keep one.
Q12. If we do open a foreign register, what must we file?
Form MGT-3 with the Registrar within 30 days of opening it, and again on any change. The form was revised by MCA notification dated 21 January 2023, so check the current version. Entries in the foreign register must be authenticated by the company secretary or an authorised person signing each entry.
Q13. How long must registers be preserved?
The register of members and the minutes books permanently. The register of debenture holders and other security holders for eight years from redemption, and electronic records generally accessible for at least eight financial years. Custody sits with the company secretary or a person authorised by the Board.
Q14. Who can inspect our registers?
It varies. Members and debenture-holders may inspect the register of members free of charge during business hours, with others paying a prescribed fee. Members may inspect the register of directors and KMP free of charge. Board minutes are not open to member inspection. The Registrar and other authorities may inspect everything.
Q15. Can a minority shareholder demand our board minutes?
Minutes of board meetings are not open to member inspection, unlike minutes of general meetings. This distinction matters in a joint venture where a minority partner requests them, and the company should have a settled and consistently applied position on what it will produce before the request arrives.
Q16. What is the penalty for not maintaining a register?
Under Section 88, ₹3,00,000 on the company and ₹50,000 on every officer in default. Critically, it is per register — a company with no register of members, no BEN-3 and no MBP-4 has three separate defaults, each assessed against the company and each against every officer in default.
Q17. Is the ROC actually enforcing this?
Yes. MCA adjudication orders in FY 2024-25, including against Hermes I Tickets Pvt Ltd and Winstaar Enterprises Marketting Pvt Ltd, penalised non-maintenance under Sections 88, 94 and 170. Note the multiple sections — one inspection produced defaults for the register itself, where it was kept, and the directors’ register.
Q18. How do missing registers lead to director disqualification?
Indirectly but reliably. Registers feed the annual return, and a company without them finds the return progressively harder to prepare accurately, so filing gaps follow. Section 164(2)(a) disqualifies directors from all companies for five years where a company defaults on the annual return or financial statements for three consecutive years, and reinstatement requires NCLT proceedings.
Q19. Why does disqualification matter to a foreign group?
Because it attaches to the individual, across all companies, not to the defaulting company alone. For a group whose executives sit on boards in several countries, an unmonitored Indian subsidiary can produce a disqualification with consequences well beyond India.
Q20. Our registers were never opened. Should we backdate them?
No. A document created after the fact but presented as contemporaneous is visible — single handwriting across years, no corrections, clustered authentication dates — and it converts a compliance gap into a question about the company’s honesty. Reconstruct from primary evidence and date the reconstruction as what it is.
Q21. How do we reconstruct registers properly?
From primary sources: incorporation documents, allotment records, board resolutions, filings already made, FC-GPR records and share certificates. Complete and accurate registers, openly written up as at a stated date, are a far better position than a set that pretends. Then install the maintenance process, or the same gap reappears within two years.
Q22. What does a gap actually cost in a transaction?
Rarely the penalty. It costs time for reconstruction and corrective filings on a transaction timetable, a specific disclosure that becomes an indemnity, a conservative price adjustment for unquantified compliance risk, and credibility — because a buyer who finds the registers absent looks harder at everything else.
Related reading
- Significant beneficial ownership and Form BEN-2 — the analysis behind the register foreign groups miss most
- Related party transactions under Section 188 — the approvals that feed MBP-4
- Registered office vs virtual office in India — where the registers have to be
- Closing down an Indian subsidiary — why records outlast the company
Talk to us before diligence does
Delhi Legal Company works exclusively with foreign companies establishing and operating in India. Statutory registers, board and general meeting minutes, the SBO and related party analyses behind BEN-3 and MBP-4, ROC filings and the annual reconciliation — run as one workstream, because the registers are what everything else is drawn from.
How we usually start. Tell us when your Indian company was incorporated and what has happened since — allotments, transfers, director changes, intercompany agreements. We come back with which registers should exist, what can be reconstructed from your existing records, what the underlying analysis is likely to surface, and a process that keeps them current.