—Guide
Statutory Registers Every Private Company Must Maintain in India
The registers every private company in India must keep, the ones that depend on what it does, where they're kept, who can inspect them, and for how long.
Every company in India has to keep a set of statutory registers: formal records of who owns it, who runs it, what it has borrowed against, and certain transactions it has entered into. Unlike ROC filings, nobody checks them routinely, which is why many small companies let them slide. They matter the moment an investor, a bank, a disputing shareholder or the Registrar asks to see them. This guide covers which registers a private company keeps, what goes in them, and the rules on keeping them.
The Registers Every Company Keeps
Register of members (Form MGT-1)
The legal record of who owns the company. It lists every member with their name, address, PAN and other details, the number and class of shares they hold, the dates they became and ceased to be members, and each allotment and transfer. Where shares are held in demat form, the depositories' records of beneficial owners are treated as part of it.
Register of directors and key managerial personnel
Every director and key managerial person, such as a CEO, CFO or company secretary, with their details, dates of appointment and cessation, and the shares they hold in the company and its related companies.
Register of charges (Form CHG-7)
Every charge created on the company's property, typically security for a bank loan, with the amount, the property charged, the charge holder, and when it's modified or satisfied. It sits alongside the charge filings (CHG-1 and CHG-4) made with the ROC.
Registers That Depend on What the Company Does
- Register of contracts or arrangements in which directors are interested (MBP-4): contracts with directors, their relatives, or entities they're connected with.
- Register of loans, guarantees, security and acquisitions (MBP-2): loans and guarantees the company gives, and investments it makes in other bodies corporate.
- Register of significant beneficial owners (BEN-3): individuals who ultimately hold or control 10% or more, directly or through other entities.
- Register of investments not held in the company's own name (MBP-3).
- Registers for employee stock options (SH-6), sweat equity shares (SH-3), duplicate share certificates (SH-2) and buy-backs (SH-10), where the company has done any of these.
- Register of deposits, if the company accepts deposits.
Where Registers Are Kept
Registers are kept at the company's registered office. The register of members, along with the index and copies of annual returns, can instead be kept at another place in India where more than one-tenth of the members live, if the shareholders approve it by special resolution and the ROC is informed.
Registers can be kept in electronic form, provided the system is secure, keeps a trail of any change, and can reproduce the records when required.
Who Can Inspect Them
- Members can inspect the register of members free of charge, and anyone else can on paying a fee. Copies must be supplied on request within the time allowed.
- The register of charges can be inspected by members and creditors free of charge, and by others for a fee.
- The register of directors and KMP is open to members for inspection.
A company that can't produce its registers when entitled persons ask to see them is in breach of the Act.
How Long They're Kept
The register of members, and the registers of directors and charges, are preserved permanently. Books of account and supporting vouchers are kept for at least eight years.
Why It Matters
- The register of members is the primary evidence of who owns the company, and the first document that matters in a dispute.
- Investors and acquirers review the registers in due diligence, and gaps have to be fixed before a deal closes.
- The annual return (MGT-7) draws its shareholder and director information from the registers.
- Failing to maintain registers can lead to penalties on the company and its officers.
A Practical Routine
- Open all the core registers at incorporation, even if they have only a few entries.
- Update the register of members within days of every allotment or transfer.
- Update the register of directors whenever DIR-12 is filed.
- Update the register of charges whenever CHG-1 or CHG-4 is filed.
- Before each annual return, reconcile the registers with the MCA record and the company's documents.
Getting Help
Think Filing sets up statutory registers for new companies, brings neglected registers up to date from the company's filings and documents, and maintains them as the company changes.