Statutory Registers Maintenance Under the Companies Act, 2013
Every company must keep statutory registers at its registered office, including the register of members, directors and charges. We build the missing registers, bring old ones up to date and keep them current after every allotment, transfer or director change. A missed register under Section 88 can cost ₹3 lakh.
What it is
Statutory registers are the books in which a company records who owns it, who runs it and what it has promised others. The Companies Act, 2013 lists them. Some are kept by every company, others only when a particular event happens, such as a charge on assets.
The core registers are the register of members under Section 88, the register of directors and key managerial personnel under Section 170, and the register of charges under Section 85. Section 94 says where they are kept and who may inspect them. They sit alongside your yearly annual compliance filing, and the event-based entries follow the same trigger points as event-based compliance.
Who it applies to
Every private and public company
Section 88 requires all companies to keep a register of members. Section 170 does the same for directors and KMP. Size does not matter.
One Person Companies and small companies
An OPC has one member, but the register still exists. The record shows the sole member and the nominee. It is short but must exist.
Companies with charges, loans or contracts
Picture a Faridabad auto-parts company that takes a bank loan against its machinery. That creates a charge, and the register of charges needs an entry the same month.
Why it matters
Proof of ownership
The register of members is the primary record of who holds shares. In a dispute, a lender check or a share transfer, this is the book that settles it.
Inspection rights
Members and debenture-holders can inspect these registers free during business hours. Refusing is an offence under Section 94.
Clean diligence
Investors, buyers and banks ask for registers early. Up-to-date books keep diligence short.
Registers a company must keep
| Register | Section | Form |
|---|---|---|
| Members | 88(1)(a) | MGT-1 |
| Index of members | 88(2) | MGT-3 |
| Debenture-holders | 88(1)(b) | MGT-2 |
| Directors and KMP, with shareholding | 170 | Prescribed particulars |
| Charges | 85 | CHG-7 |
| Loans, guarantees and investments | 186 | MBP-2 |
| Contracts with related parties and directors | 189 | MBP-4 |
| Significant beneficial owners | 90 | BEN-3 |
| Renewed and duplicate share certificates | Share Capital Rules | SH-2 |
Minute books under Section 118 are kept alongside the registers. We prepare them in line with SS-1 and SS-2.
Documents required
From the company
- Certificate of incorporation, MOA and AOA
- Allotment and transfer records
- Existing registers and minute books
From the directors and members
- Names, addresses, PAN and DIN of directors
- Shareholding details of each director and KMP
- Member details, folio numbers and nominations
From the bank and lenders
- Charge documents and CHG-1 acknowledgements
- Loan, guarantee and investment details
- Related party contract particulars
How it works
Audit what you have
In practice, we start by comparing your registers with the MCA master data, the share capital and the last filed annual return. Then we list every gap.
Rebuild missing entries
We reconstruct the register of members from the allotment and transfer records, and the director register from the DIR-12 history.
Set up the registers
We prepare the registers in the prescribed forms with index, signed and dated where the law requires.
Update after each event
Allot shares, transfer them or change a director, and we make the entry the same week and send you the updated page.
Timelines
Director and KMP changes
Entry in the register of directors and the return to the ROC within 30 days of the appointment or change, under Section 170(2).
Charges
Charge registered with the ROC within 30 days of creation on Form CHG-1, and the entry made in the register of charges.
Where registers are kept
At the registered office under Section 94. They can be kept elsewhere in India only where more than one-tenth of members live, with a special resolution and notice to the Registrar.
What happens if you miss it
Register of members
Section 88(5): ₹3,00,000 on the company and ₹50,000 on every officer in default.
Refusing inspection
Section 94: ₹1,000 for every day the refusal continues, up to ₹1 lakh, on the officers in default.
Other registers
Where the Act sets no specific penalty, Section 172 applies: ₹50,000 plus ₹500 a day on continuing default.
Frequently asked questions
What are statutory registers under the Companies Act, 2013?
They are the books the Act requires a company to keep, such as the register of members, directors, charges and contracts. Each records one type of fact about the company in a prescribed form. Every company keeps the first few, and others only when an event occurs. We list which apply to your company and set them all up.
Which statutory registers must every company maintain?
Every company keeps a register of members and its index under Section 88, and a register of directors and key managerial personnel under Section 170. Companies with debentures keep a debenture-holders register. Charges, loans, investments, related party contracts and beneficial owners need their own registers when they exist. We map this to your company.
Where should statutory registers be kept?
At the registered office. Under Section 94 you may keep them at another place in India only if more than one-tenth of your members live there, you pass a special resolution and you tell the Registrar. Most companies simply keep them at the registered office.
Can statutory registers be maintained in electronic form?
Registers can be held in electronic form under the Management and Administration Rules, but they must stay accurate, dated and retrievable at the registered office when asked. Keep a printed copy ready for inspection. We maintain both versions for you, so a notice from the Registrar or a member request never catches you without the book.
What is the penalty for not maintaining the register of members?
Section 88(5) fines the company ₹3,00,000 and every officer in default ₹50,000. The penalty applies if the register is missing, incomplete or not kept in the prescribed form. Fixing registers before an inspection costs far less than the fine. We rebuild them from your records.
Who can inspect statutory registers?
Members, debenture-holders, other security holders and beneficial owners can inspect the registers free of charge during business hours. Other persons can inspect on paying the prescribed fee. Refusal makes the officers liable for ₹1,000 a day up to ₹1 lakh. We prepare the company to handle such a request.
Does a One Person Company need statutory registers?
Yes. An OPC must keep the same core registers: members, directors, charges where applicable and minutes for any required meetings. The register of members shows the sole member and the nominee. The entries are short, but the registers must exist and be current.
How often should statutory registers be updated?
Update them every time the underlying event occurs, and always within the filing deadline for the matching form. A new director means an entry within 30 days with the DIR-12 filing. A share allotment or transfer means an entry in the register of members straight away. We update them as part of each filing.
What it costs
Our fee plus the government fee that applies to your case, quoted before you commit. Tell us the situation and we will price it exactly.
Statutory registers are internal records, so there is no government fee for maintaining them. Fees arise only on ROC forms that accompany an entry, such as DIR-12 or CHG-1, and on late filing.
Ready to begin?
Share your incorporation papers and latest filings. We will tell you which registers are missing and fix them.