Maintaining Statutory Registers
What This Layer of Compliance Actually Is
The moment a rupee of foreign money enters an Indian company’s share capital, a second regulator joins the file. The Registrar of Companies governs the corporate act — the allotment, the transfer deed, the register of members. The Reserve Bank of India, through FEMA, governs the exchange-control character of the same transaction: whether the investor was permitted to invest, whether the price was permitted, and whether it was reported inside a fixed window.
The critical point that gets lost in most explanations: filing with the ROC does not discharge the FEMA obligation, and filing with the RBI does not discharge the Companies Act obligation. They are two parallel filings on the same event, with different deadlines, different portals, different attachments, and different penalties. A company that files PAS-3 within thirty days and forgets FC-GPR has completed half a transaction. The half it forgot is the half with an uncapped exposure and a compounding proceeding at the end of it.
The most expensive files we are asked to fix are not disputed valuations or refused approvals. They are clean, well-intentioned rounds — a founder took money from an overseas angel, issued shares properly, updated the cap table, and nobody told them a form was due in thirty days. Three years later, the company is raising a Series A, the acquirer’s counsel opens the FIRMS record, and the round stalls while a compounding application works its way through the RBI.
Foreign-investment compliance sits across three layers, and a complete calendar covers all three:
- Transaction reporting — FC-GPR, FC-TRS and the other Single Master Form filings, each triggered by an event with a 30- or 60-day window
- Annual reporting — the FLA return to the RBI, and the APR where there is overseas investment
- Eligibility and pricing — the sectoral cap, the entry route, and the valuation rule that determines whether the transaction was permissible at all
This guide covers all three, and how they interlock with the ROC calendar.
Who Must Maintain Statutory Registers
The obligation applies to every company incorporated under the Companies Act, 2013, regardless of size, turnover, or activity:
- Private Limited Companies
- Public Limited Companies, listed and unlisted
- One Person Companies
- Section 8 (not-for-profit) Companies
- Wholly-owned subsidiaries of foreign parents and companies with foreign shareholding
- Dormant and non-operational companies
A nil-activity company still maintains registers. A company with no revenue, no employees, and no transactions still has members, still has directors, and still has a register of members and a register of directors that must exist, be current, and be available at the registered office. There is no exemption for dormancy, and no relaxation for small companies on the core registers — the relaxations available to small companies and OPCs relate to board meeting frequency and the abridged annual return, not to the underlying records.
Which registers apply, however, does vary. No company maintains all of them. A company maintains the registers relevant to what it actually has and does — a company that has never issued sweat equity does not keep a Register of Sweat Equity Shares. The discipline is in correctly identifying the applicable set, not in creating every register in the Act.
LLPs are governed by a separate regime with materially lighter record-keeping requirements, covered briefly at the end of this guide.
The Core Registers Every Company Must Keep
Register of Members — Section 88(1)(a), Form MGT-1
The single most important record a company keeps. It is the evidence of title to shares, the source of every shareholding disclosure the company makes, and the document a court or tribunal looks to first in a dispute over ownership.
| Item | Detail |
|---|---|
| Statutory basis | Section 88(1)(a), read with Rule 3 of the Companies (Management and Administration) Rules, 2014 |
| Prescribed form | Form MGT-1 |
| What it contains | Name, address, email, occupation, nationality, PAN, CIN/UIN where applicable, and father’s/mother’s/spouse’s name of each member; class of shares; number and nominal value held; distinctive numbers; date of becoming and ceasing to be a member; date of allotment or transfer; consideration paid; nominee details; and details of any lien or pledge |
| Separate classes | Maintained separately for each class of equity and preference shares |
| When entries are made | Within seven days of the Board or the authorised committee approving the allotment or transfer |
| Index | Required where the number of members exceeds fifty, unless the register itself is in a form that constitutes an index |
| Foreign register | Where authorised by the Articles, a company may keep a foreign register outside India for members resident outside India, under Section 88(4) |
| Preservation | Permanently |
| Custody | Company Secretary, or such other person as the Board authorises |
The register must be maintained from the date of registration of the company, which means the subscribers to the Memorandum are the first entries, made at incorporation. A company that starts its register at its first funding round has an incomplete register from day one.
Where shares are held in dematerialised form, the register and index of beneficial owners maintained by the depository under the Depositories Act, 1996 is deemed to be the corresponding register for the purposes of the Act — but this does not relieve the company of maintaining the register in respect of physical holdings.
Register of Directors and Key Managerial Personnel — Section 170
| Item | Detail |
|---|---|
| Statutory basis | Section 170(1), read with Rule 17 of the Companies (Appointment and Qualification of Directors) Rules, 2014 |
| Prescribed form | No prescribed form; contents are prescribed |
| What it contains | Name, father’s name, date of birth, residential address, nationality, PAN, DIN, occupation, date of board resolution appointing, date of appointment and cessation, office held, date of birth, membership number where applicable, and details of securities held in the company, its holding, subsidiary, and associate companies |
| Shareholding | Directors’ and KMP’s shareholding in the company and group companies forms part of this register |
| Updating | On every appointment, resignation, change in designation, or change in particulars — the same events that trigger Form DIR-12 |
This register and Form DIR-12 must agree. Where a director resigned two years ago, DIR-12 was filed, and the register still shows them in office, the company has a filing that contradicts its own record.
Register of Charges — Section 85, Form CHG-7
| Item | Detail |
|---|---|
| Statutory basis | Section 85, read with Rule 10 of the Companies (Registration of Charges) Rules, 2014 |
| Prescribed form | Form CHG-7 |
| What it contains | Particulars of every charge created on the company’s property or undertaking, including description of the property charged, amount, rate of interest, terms and conditions, name and address of the charge holder, and particulars of modification and satisfaction |
| Supporting documents | A copy of every instrument creating or modifying a charge must be kept with the register |
| Preservation | Permanently, and the instruments for eight years from satisfaction of the charge |
| Inspection | Open to members and creditors without fee, and to any other person on payment of fee |
Every entry in this register should tie to a Form CHG-1, CHG-4, or CHG-9 filed with the ROC. Lenders’ diligence routinely compares the two, and a satisfied charge that was never recorded as satisfied — in the register or on the MCA record — is one of the most common findings in a credit appraisal.
Register of Contracts and Arrangements in which Directors are Interested — Section 189, Form MBP-4
| Item | Detail |
|---|---|
| Statutory basis | Section 189, read with Rule 16 of the Companies (Meetings of Board and its Powers) Rules, 2014 |
| Prescribed form | Form MBP-4 |
| What it contains | Particulars of contracts or arrangements in which any director is directly or indirectly concerned or interested, including related party transactions under Section 188, with the names of interested directors and the date of the board approval |
| Feeding document | Disclosures of interest made by directors in Form MBP-1 at the first board meeting of each financial year and on any change |
| Timing | Entries made immediately after the relevant board meeting |
| Signing | Signed by all directors present at the next board meeting |
| Preservation | Permanently, and kept at the registered office |
This register is the source for the AOC-2 annexure to the Director’s Report and for the related-party disclosures in the annual return. Where it does not exist, those disclosures have no basis.
Registers That Apply Depending on What the Company Does
| Register | Form | Provision | When it applies |
|---|---|---|---|
| Register of Debenture Holders | MGT-2 | Section 88(1)(b) | Where debentures have been issued |
| Register of Other Security Holders | MGT-2 | Section 88(1)(c) | Where other securities have been issued |
| Register of Renewed and Duplicate Share Certificates | SH-2 | Rule 6, Companies (Share Capital and Debentures) Rules, 2014 | On any renewal or issue of a duplicate certificate |
| Register of Sweat Equity Shares | SH-3 | Rule 8(14) | Where sweat equity shares have been issued |
| Register of Employee Stock Options | SH-6 | Rule 12(10) | Where an ESOP scheme exists |
| Register of Shares or Securities Bought Back | SH-10 | Rule 17(12) | On a buy-back |
| Register of Significant Beneficial Owners | BEN-3 | Section 90(2) | On receipt of a declaration in Form BEN-1 |
| Register of Loans, Guarantees, Security and Acquisitions | MBP-2 | Section 186(9) | Where the company makes loans, gives guarantees, provides security, or acquires securities of another body corporate |
| Register of Investments not held in the company’s own name | MBP-3 | Section 187(3) | Where investments are held in the name of a nominee or other person |
| Register of Deposits | — | Rule 14, Companies (Acceptance of Deposits) Rules, 2014 | Where the company has accepted deposits |
| Register of Postal Ballot / Ballot Papers | MGT-12 | Section 110 and rules | Where resolutions are passed by postal ballot or e-voting |
| Register of Proxies | MGT-11 | Section 105 | Where proxies are lodged for a general meeting |
The Minute Books
Not registers in name, but the most consequential records a company keeps after the Register of Members.
| Minute book | Provision | Notes |
|---|---|---|
| Minutes of general meetings | Section 118 | Prepared within 30 days of the meeting; pages consecutively numbered; preserved permanently |
| Minutes of board meetings | Section 118 | Signed by the chairperson of that or the next meeting; preserved permanently |
| Minutes of committee meetings | Section 118 | Audit, nomination and remuneration, CSR, and other committees as applicable |
| Minutes of creditors’ meetings | Section 118 | Where such meetings are held |
Secretarial Standards SS-1 and SS-2, issued by the ICSI and mandatory under Section 118(10), govern the content, drafting, signing, and preservation of board and general meeting minutes in detail. A company that keeps minutes but not to the SS-1 and SS-2 standard has a defensibility problem rather than a formal one.
Books of Account
Section 128 requires books of account and other relevant books and papers to be kept at the registered office on an accrual basis and double entry system, preserved for not less than eight financial years immediately preceding the current year. Where an investigation has been ordered, the Central Government may direct preservation for a longer period. Books may be kept at another place in India if the Board so decides and the ROC is notified in Form AOC-5 within seven days.
The Rules That Govern All Registers
Where they must be kept — Section 94
The registers required under Section 88 and copies of annual returns filed under Section 92 must be kept at the registered office of the company.
They may be kept at any other place in India where more than one-tenth of the members entered in the register of members reside, if approved by a special resolution passed at a general meeting.
A point where much online guidance is outdated: the earlier requirement to give the Registrar an advance copy of the proposed special resolution was omitted by the Companies (Amendment) Act, 2017 with effect from 13 June 2018. The special resolution is still required; the advance filing is not.
Who may inspect, and on what terms
| Person | Entitlement |
|---|---|
| Any member, debenture holder, other security holder, or beneficial owner | Inspection of the registers and indices, and copies of annual returns, without payment of any fee |
| Any other person | Inspection on payment of the fee specified in the Articles, subject to the prescribed maximum |
| Directors | Inspection of the register of contracts and arrangements, and other registers as provided |
| Registrar and inspecting officers | On inspection, inquiry, or investigation |
Inspection is during business hours, at such reasonable time on every working day as the Board may decide, subject to reasonable restrictions imposed by the Articles. Copies and extracts must be furnished on request within the prescribed period.
Refusal of inspection is separately penalised. Under Section 94(4), where inspection or the making of an extract or copy is refused, the company and every officer in default is liable to a penalty of ₹1,000 for every day, subject to a maximum of ₹1 lakh, for each such default, for as long as the refusal continues.
In practice, refusal is rarely deliberate. It happens because the register does not exist in a state that can be shown — which converts a maintenance failure into a second, independent contravention.
How long they must be preserved
| Record | Preservation period |
|---|---|
| Register of members and index | Permanently |
| Register of debenture holders / other security holders and index | Eight years from the date of redemption |
| Foreign register of members | Permanently, unless discontinued and entries transferred to the principal register |
| Copies of annual returns and annexed certificates | Eight years from the date of filing |
| Minutes of board, general, and committee meetings | Permanently |
| Books of account | Eight financial years immediately preceding the current year, or longer if directed |
| Instruments creating charges | Eight years from satisfaction of the charge |
Registers preserved permanently must be kept in the custody of the Company Secretary or a person authorised by the Board — which means custody is a Board decision that should appear in a resolution, not an assumption that the registers are “with the CA”.
Maintenance in electronic form — Section 120
Registers, returns, and records may be maintained in electronic form under Section 120, read with Rule 27 of the Companies (Management and Administration) Rules, 2014.
- Every listed company, and every company having one thousand or more shareholders, debenture holders, or other security holders, must maintain its records in electronic form. For other companies it is optional.
- Records must be maintained in a manner that ensures authenticity, integrity, and completeness, remain legible and capable of being reproduced, and be retained in their original format or in a format that accurately presents the original.
- Adequate backup must be kept at a place in India, and the system must have security safeguards against unauthorised alteration.
- Responsibility for compliance rests with the Managing Director, Company Secretary, or other director or KMP authorised by the Board.
Electronic maintenance is not the same as keeping a spreadsheet. A register in a spreadsheet with no version control, no audit trail, and no protection against retrospective alteration does not meet the integrity requirement — and its evidential value in a dispute is close to nil precisely because it can be edited without trace.
Authentication and timing of entries
- Entries in the register of members are made within seven days of Board or committee approval of the allotment or transfer.
- Entries are authenticated by the Company Secretary or a person authorised by the Board.
- Pages are consecutively numbered; alterations are not made by erasure or overwriting.
- The register of contracts is signed by all directors present at the next board meeting.
What Feeds the Registers
Registers are compiled from source documents. Keeping the sources in order is what makes the registers accurate and defensible.
For the Register of Members
- Memorandum of Association with subscriber details, for the opening entries
- Board and committee resolutions approving each allotment
- Form PAS-3 and the return of allotment
- Share application forms and allotment letters
- Executed Form SH-4 share transfer deeds with stamp duty paid, and board approval of each transfer
- Share certificate counterfoils and the register of share certificates
- Nomination forms in Form SH-13, and cancellations in Form SH-14
- Transmission documents — death certificate, succession certificate, probate — where applicable
- Depository statements for dematerialised holdings
For the Register of Directors and KMP
- Consent to act in Form DIR-2 and declaration in Form DIR-8
- Board and shareholder resolutions appointing, reappointing, or regularising
- Resignation letters and Form DIR-11 where filed by the director
- Form DIR-12 as filed, with SRN
- Disclosures of shareholding in the company and group companies
For the Register of Charges
- Loan and facility agreements, hypothecation and mortgage deeds
- Board resolutions authorising creation of the charge
- Forms CHG-1, CHG-4, and CHG-9 as filed, with SRNs
- No-dues and satisfaction letters from lenders
For the Register of Contracts and Arrangements
- Form MBP-1 disclosures of interest from every director, taken at the first board meeting of each financial year
- Board and, where required, shareholder approvals under Section 188
- The contracts and arrangements themselves
- Audit committee approvals, where applicable
For the SBO Register
- Declarations received in Form BEN-1
- Notices issued in Form BEN-4 where the company has reason to believe a person is a significant beneficial owner
- Form BEN-2 as filed with the ROC
The Real Cost of Not Maintaining Them
Direct penalties
These are adjudicated by the Registrar as Adjudicating Officer under Section 454, and are levied on the company and on officers in default separately.
| Default | Provision | Penalty |
|---|---|---|
| Failure to maintain the register of members, debenture holders, or other security holders | Section 88(5) | ₹3,00,000 on the company, and ₹50,000 on every officer in default |
| Refusal of inspection, or of an extract or copy | Section 94(4) | ₹1,000 per day, maximum ₹1,00,000, for each such default |
| Default in relation to charges, including the register of charges | Section 86 | ₹5,00,000 on the company; ₹50,000 on every officer in default |
| Failure to maintain the SBO register or to take required steps | Section 90(11) | ₹1,00,000 on the company plus ₹500 per day of continuing default, to a maximum of ₹5,00,000; officers ₹25,000 plus ₹200 per day, to a maximum of ₹1,00,000 |
| Default in maintaining minutes | Section 118(11) | ₹25,000 on the company; ₹5,000 on every officer in default |
| Failure to maintain the register of contracts | Section 189(6) | ₹25,000 on the director in default |
| Failure to maintain the register of investments not held in own name | Section 187(4) | ₹5,00,000 on the company; ₹50,000 on every officer in default |
| Books of account not maintained as required | Section 128(6) | Liability on the Managing Director, whole-time director in charge of finance, CFO, or other person charged by the Board, including fine and, in certain cases, imprisonment |
Note the structure: the register of members penalty is a flat ₹3 lakh, not a daily accrual. It does not grow with time the way an AOC-4 late fee does — but it is levied per default, it is levied on the company and on each officer separately, and it is levied on a failure that a single ROC inspection is enough to establish.
The derivative problem
This is the cost most companies do not price. AOC-4 and MGT-7 attest to facts that only the registers can evidence.
- MGT-7 reports the shareholding pattern, transfers during the year, and details of members. Its source is the Register of Members.
- MGT-7 reports directors, KMP, and changes during the year. Its source is the Register of Directors and KMP.
- MGT-7 reports meetings held and attendance. Its source is the minute books.
- The Director’s Report and Form AOC-2 report related-party contracts. Their source is the Register of Contracts in Form MBP-4.
- The financial statements report charges and secured borrowings. Their reconciliation is the Register of Charges.
A company that files a complete, certified annual return while holding no registers has certified a set of facts it cannot substantiate. In an inspection under Section 206, or an inquiry, that is a materially worse position than a late filing — because a late filing is a delay, and an unsubstantiated filing invites a question about its accuracy.
Consequences that outlast the money
- Title to shares becomes arguable. The Register of Members is the primary evidence of who owns what. In a founder dispute, an inheritance, or a rectification petition under Section 59, the register is the first document the tribunal asks for. Where it does not exist, or exists in a form that was assembled after the dispute arose, the company has lost the ability to prove its own cap table.
- Diligence stalls. Investor and acquirer diligence requests the full register set as a matter of course, along with minute books and the MBP-4 register. Producing them late, incomplete, or visibly reconstructed converts a routine request into a warranty negotiation.
- Certification becomes difficult. A practising professional certifying MGT-7, or a Company Secretary issuing MGT-8, is certifying against the registers. Where they do not exist, the certification cannot honestly be given — which is why this is often the point at which the problem surfaces.
- Reconstruction after the fact is treated as an afterthought. As the ROC Jharkhand adjudication illustrates, a register produced after an inspection has already found it missing does not cure the default. Registers derive their value from being contemporaneous.
Building and Maintaining the Registers, Step by Step
- Identify the applicable set. Map the registers required by the Act against what the company actually has — members, directors, charges, related-party contracts always; ESOPs, sweat equity, deposits, buy-back, SBO, and loans registers only where those things exist.
- Open from incorporation, not from today. The Register of Members starts with the subscribers to the Memorandum. The Register of Directors starts with the first directors. Reconstructing forward from incorporation is the only defensible way to build a set that is behind.
- Reconstruct from primary sources, and say so. Where registers are being built retrospectively, compile them from PAS-3 filings, SH-4 transfer deeds, board minutes, DIR-12 filings, and CHG filings — the contemporaneous documents — rather than from memory or from the cap table spreadsheet. Record how and when the register was compiled rather than presenting it as though it had always existed.
- Reconcile against the MCA record. Every allotment should tie to a PAS-3; every director change to a DIR-12; every charge to a CHG-1, CHG-4, or CHG-9. Differences between the register and the MCA record must be resolved, not averaged.
- Adopt a Board resolution on form, place, and custody. Whether registers are physical or electronic, where they are kept, and who has custody are Board decisions that should be minuted.
- Where electronic, build for integrity. Version control, restricted edit rights, an audit trail, and backup in India. A record that can be silently altered has limited evidential value.
- Make entries on time. Within seven days of Board approval for allotments and transfers; immediately after the relevant board meeting for the register of contracts; at the first board meeting of each financial year for MBP-1 disclosures.
- Authenticate and sign. Entries authenticated by the Company Secretary or authorised person; the MBP-4 register signed by all directors present at the next board meeting.
- Reconcile annually before filing. Before AOC-4 and MGT-7 are prepared, tie the registers to the annual return data, the financial statements, and the Director’s Report annexures. This is the single most effective way to avoid a resubmission notice.
- Keep them at the registered office and available. Registers that exist but are held elsewhere — in a professional’s office, on a personal laptop — are registers the company cannot produce on an inspection, which is the same outcome as not having them.
A Note on LLPs
LLPs are not subject to Section 88 or the statutory register regime of the Companies Act. Their record-keeping obligations under the Limited Liability Partnership Act, 2008 are materially lighter:
- Books of account on cash or accrual basis, double entry system, kept at the registered office for eight years.
- Statement of Account and Solvency prepared annually and filed in Form 8 by 30 October.
- Annual Return filed in Form 11 by 30 May.
- Records of partners and designated partners, their contributions, and changes, supported by the LLP Agreement and its amendments filed in Form 3 and Form 4.
- Audit only where turnover exceeds ₹40 lakh or contribution exceeds ₹25 lakh.
The lighter regime is one of the practical advantages of the LLP structure — but it also means the LLP Agreement and the partner records carry more weight, because there is no statutory register to fall back on when contribution or profit-share is disputed.
How Delhi Legal Company Supports Your Statutory Records
We build the registers from incorporation. For companies we incorporate, the register set is opened with the subscriber entries on day one and maintained continuously — which is materially cheaper and more defensible than assembling it years later.
We reconstruct registers that have fallen behind. Where a company has filed for years without maintaining records, we rebuild the set from the contemporaneous primary sources — PAS-3, SH-4, DIR-12, CHG filings, and board minutes — reconcile it against the MCA record, and document the reconstruction honestly rather than presenting it as something it is not.
We reconcile registers to filings before the filings are made. The register of members to MGT-7, the register of directors to DIR-12 history, the register of charges to the MCA charge index, and MBP-4 to the AOC-2 annexure. Inconsistency between a company’s own records and its own filings is the most common finding in both resubmission notices and diligence reports.
We draft and maintain the minute books to SS-1 and SS-2. Board, general meeting, and committee minutes prepared to the Secretarial Standards, signed and preserved as the Act requires — not a file of unsigned drafts.
We manage the annual disclosure cycle. MBP-1 disclosures of interest at the first board meeting of each year, BEN-1 declarations and the BEN-3 register, and DIR-8 declarations, so that the registers that depend on them are actually capable of being maintained.
We prepare companies for inspection and diligence. For companies heading into a funding round, an acquisition, or a lender’s appraisal, we assemble and reconcile the complete statutory record so that a document request is answered in days rather than becoming a condition precedent.
We advise on electronic maintenance. Form, integrity controls, custody, backup, and the Board resolutions that authorise all three — including the mandatory position for listed companies and companies with a thousand or more security holders.
Our office in Connaught Place, New Delhi gives us direct working proximity to the regulatory authorities, and our team maintains statutory records for startups, established SMEs, listed group entities, and India subsidiaries of foreign parents.
Frequently Asked Questions on Statutory Registers
1. What are statutory registers?
A. Statutory registers are the records every company is required to keep under the Companies Act, 2013 documenting its members, directors and key managerial personnel, charges, related-party contracts, and — depending on what the company does — its ESOPs, sweat equity, deposits, buy-backs, loans and investments, and significant beneficial owners. They are the company’s primary record; the MCA filings are derived from them.
2. Which statutory registers are mandatory for a private limited company?
A. At minimum: the Register of Members in Form MGT-1, the Register of Directors and KMP with their shareholding, the Register of Charges in Form CHG-7 where any charge exists, and the Register of Contracts and Arrangements in Form MBP-4. Alongside these sit the minute books for board and general meetings, and the books of account. Others apply only where the underlying activity exists.
3. Does a dormant or non-operating company have to maintain registers?
A. Yes. A company with no revenue and no transactions still has members and directors, and still must maintain and produce the corresponding registers. There is no exemption for dormancy, and an inspection does not distinguish between a trading company and a shell.
4. Where must statutory registers be kept?
A. At the registered office. They may be kept at another place in India where more than one-tenth of the members reside, if a special resolution is passed to that effect. The earlier requirement to file an advance copy of that proposed special resolution with the Registrar was removed by the Companies (Amendment) Act, 2017 with effect from June 2018, though the special resolution itself is still required.
5. Can statutory registers be maintained electronically?
A. Yes, under Section 120 read with Rule 27. For listed companies and companies with one thousand or more shareholders, debenture holders, or other security holders it is mandatory; for others it is optional. The system must preserve authenticity, integrity, and completeness, keep the records legible and reproducible, maintain backup in India, and guard against unauthorised alteration, with responsibility resting on the MD, Company Secretary, or other authorised KMP.
6. Is a spreadsheet sufficient for maintaining the register of members?
A. Not on its own. A spreadsheet with no version control, no audit trail, and no protection against retrospective editing does not meet the integrity requirement for electronic records, and its evidential value in a dispute is weak for exactly that reason. If registers are kept electronically, they need controls that make silent alteration impossible.
7. Who can inspect statutory registers?
A. Members, debenture holders, other security holders, and beneficial owners may inspect the registers and indices and copies of the annual return without any fee. Any other person may inspect on payment of the fee specified in the Articles. Inspection is during business hours at a reasonable time on every working day as the Board decides. Directors have inspection rights over specified registers, and the Registrar and inspecting officers have access on inspection or inquiry.
8. What is the penalty for not maintaining the register of members?
A. Under Section 88(5), the company is liable to a penalty of ₹3,00,000 and every officer in default to ₹50,000. It is a flat penalty rather than a daily accrual, adjudicated by the Registrar under Section 454 — and a single inspection of the registered office is sufficient to establish it.
9. What happens if we refuse or are unable to allow inspection?
A. Under Section 94(4), the company and every officer in default is liable to a penalty of ₹1,000 for every day, subject to a maximum of ₹1,00,000, for each such default while the refusal continues. In practice this is rarely a deliberate refusal — it is usually the consequence of a register that does not exist in a producible state, which turns one contravention into two.
10. How long must statutory registers be preserved?
A. The register of members and its index, permanently. The register of debenture holders or other security holders, for eight years from redemption. Copies of annual returns and annexed certificates, eight years from filing. Minutes of board, committee, and general meetings, permanently. Books of account, for eight financial years, or longer where an investigation has been ordered.
11. Our company has never maintained registers — what should we do now?
A. Build them from incorporation forward, using contemporaneous primary sources — the Memorandum subscriber page, PAS-3 filings, SH-4 transfer deeds, DIR-12 filings, CHG filings, and board minutes — rather than from the current cap table. Reconcile the result against the MCA record and resolve differences. Do this before an inspection, a funding round, or a certification request forces the issue, because a register assembled after a default has been identified carries little weight.
12. Can registers be back-dated to fill a gap?
A. No, and attempting it makes the position materially worse. A register created after the fact and presented as contemporaneous is a false record, and adjudicating authorities have expressly rejected retrospective compilation offered as a defence to non-maintenance. Reconstruct honestly from primary sources and document when and how it was done.
13. How do statutory registers relate to AOC-4 and MGT-7?
A. The filings are derived from the registers. MGT-7 reports the shareholding, directors, transfers, and meetings recorded in the registers and minute books; the Director’s Report and Form AOC-2 report the related-party contracts recorded in the MBP-4 register. Filing without registers means certifying facts the company cannot evidence.
14. Who is responsible for maintaining the registers?
A. The company, through its Board. Day-to-day custody sits with the Company Secretary or a person authorised by the Board, and for electronic records the responsibility for compliance rests on the Managing Director, Company Secretary, or other director or KMP authorised by the Board. Custody should be recorded in a board resolution rather than assumed.
15. What is the register of significant beneficial owners?
A. The register in Form BEN-3 that a company maintains on receiving declarations in Form BEN-1 from individuals who hold significant beneficial ownership as defined under Section 90. The company must also file Form BEN-2 with the Registrar within thirty days of receiving a declaration, and issue notices in Form BEN-4 where it has reason to believe a person is a significant beneficial owner but no declaration has been received.
16. Do minutes count as statutory registers?
A. They are a separate category under Section 118, but they carry equal or greater weight in practice. Board, general meeting, and committee minutes must be prepared within thirty days, signed, consecutively paginated, preserved permanently, and drafted in accordance with the mandatory Secretarial Standards SS-1 and SS-2. Default attracts a penalty of ₹25,000 on the company and ₹5,000 on every officer in default.
17. Do LLPs have to maintain statutory registers?
A. No — LLPs are outside the Section 88 regime. They maintain books of account at the registered office for eight years, file Form 11 by 30 May and Form 8 by 30 October, and keep records of partners and their contributions supported by the LLP Agreement and Forms 3 and 4. The lighter regime places more weight on the LLP Agreement itself when contribution or profit-share is disputed.
18. Will an investor or lender actually ask for these?
A. Yes, invariably. The full register set, minute books, and the MBP-4 register are standard items in a legal due diligence checklist, and the register of charges is standard in a lender’s appraisal. Producing them promptly and reconciled is a routine step; producing them late, incomplete, or visibly reconstructed becomes a warranty, an indemnity, or a delay.