Statutory Registers
Mandatory registers every Indian company must maintain under Section 88 and related sections — Members, Directors, Charges, Contracts, etc.
Statutory Registers are the records every Indian company is required to maintain by the Companies Act 2013. They are the primary evidentiary backbone of the company's existence, ownership, and decisions, and are inspected during due diligence, regulatory enquiries, and disputes.
Key registers under Section 88 read with Rule 3–8 of Companies (Management and Administration) Rules 2014:
- Register of Members (MGT-1) — name, address, occupation, PAN, folio, shares held, distinctive numbers, certificate numbers, date of becoming and ceasing to be a member. The single most important register for cap-table integrity.
- Register of Debenture Holders (MGT-2) — for debentures issued in physical form; demat holdings tracked by depositories.
- Register of Beneficial Owners — recording natural-person ultimate beneficial owners; tied to BEN-1 / BEN-2 filings under Section 90 (Significant Beneficial Owner regime).
- Foreign Register — for shares held by persons resident outside India (kept outside India if permitted, with closing notification to ROC).
Other mandatory registers (across various sections):
- Register of Directors and KMP and their Shareholding (Section 170 / Rule 17 — Form MBP-3)
- Register of Contracts and Arrangements in which Directors are Interested (Section 189 — Form MBP-4) — for Section 184/188 transactions
- Register of Loans, Guarantees, Securities, and Acquisitions (Section 186 — Form MBP-2) — inter-corporate loans / investments
- Register of Charges (Section 85 — Form CHG-7) — security created on company assets
- Register of Renewed and Duplicate Share Certificates (Rule 6 of Companies (Share Capital and Debentures) Rules 2014 — Form SH-2)
- Register of Sweat Equity Shares (Form SH-3)
- Register of Employee Stock Options (Form SH-6)
- Register of Shares/Securities Bought Back (Form SH-10)
- Register of Deposits (Form DPT-2)
- Minutes Books — separate books for Board meetings, committee meetings, and general meetings
Place of keeping:
- Registered office is the default location.
- With members' special resolution + ROC intimation in Form MGT-14, the Register of Members can be kept at another place within the city / state.
- Foreign registers permitted with proper notification.
Inspection rights:
- Members — free inspection of registers maintained under Section 88 and minutes of general meetings (Section 119).
- Public — inspection on payment of prescribed fees.
- Regulators — full inspection rights under Sections 206–209.
Pitfall: Maintaining registers only as Excel sheets without chronological entry, page-numbering, attestation by an authorised person, and a clean audit trail invites disputes. Use of digital register systems with timestamping is now market practice — Kapitalyze maintains all statutory registers in tamper-evident form linked to source documents.
Ledger of every security issued by a company — equity, preference, options, warrants, convertibles — and the ownership percentages they represent.
Statutory record of proceedings of board, committee, and general meetings under Section 118. Must be prepared and signed within 30 days; binding evidence in court.
10-character tax ID issued by the Income Tax Department. Mandatory for opening bank accounts, filing returns, and high-value transactions.
Annual return of company filed with ROC. Due within 60 days of AGM. Small companies/OPCs file the abridged MGT-7A.
Primary statute governing Indian companies. Successor to the Companies Act 1956. Distinguishes private, public, OPC, Section 8, with chapter-wise compliance.