TL;DR
- Every company keeps six core statutory registers under the Companies Act 2013: members (MGT-1), debenture and other security holders where issued (MGT-2), directors and key managerial personnel, charges (CHG-7), loans and investments (MBP-2) and contracts in which directors are interested (MBP-4).
- Registers of significant beneficial owners (BEN-3), ESOPs, sweat equity, buy-backs and deposits are added when the declaration or event occurs.
- The register of members sits at the registered office under section 94 and is preserved permanently.
Quick Answer: Every company keeps six registers under the Companies Act 2013: members, security holders where issued, directors and KMP, charges, loans and investments, and interested contracts. Registers of significant beneficial owners, ESOPs, buy-backs and deposits are added when the declaration or event occurs. The register of members sits at the registered office under section 94 and is preserved permanently.
Statutory registers are the books a company must keep itself, as distinct from the returns it files with the Registrar. Each one is fixed by a section of the Act and a rule that prescribes its form. The Companies (Management and Administration) Rules 2014 and the Companies (Meetings of Board and its Powers) Rules 2014 carry most of them.
What Are the Main Statutory Registers Under the Companies Act?
Six registers apply to every company with the relevant facts. A private limited company keeps the same core set as a public company. These books are kept internally, apart from the annual Registrar of Companies (ROC) filings in ROC compliance for a private limited company filed with the Registrar.
| Register | Section | Rule | Form |
|---|---|---|---|
| Register of members | Section 88(1)(a) | Rule 3, Management and Administration Rules | MGT-1 |
| Register of debenture holders and other security holders | Section 88(1)(b) and (c) | Rule 4, Management and Administration Rules | MGT-2 |
| Register of directors and key managerial personnel | Section 170(1) | Rule 17, Appointment and Qualification of Directors Rules | No form; the rule lists the particulars |
| Register of charges | Section 85(1) | Rule 10, Registration of Charges Rules | CHG-7 |
| Register of loans, guarantees, security and acquisitions | Section 186(9) | Rule 12, Meetings of Board Rules | MBP-2 |
| Register of contracts in which directors are interested | Section 189(1) | Rule 16, Meetings of Board Rules | MBP-4 |
When Must Entries Be Made?
Entries in the register of members are made within seven days of Board or committee approval, under Rule 5(1). Entries in Form MBP-2 are made within seven days in chronological order. Entries in Form MBP-4 are made at once, and contracts for goods or services up to ₹5 lakh a year are exempt under section 189(5)(a).
Is an Index Required?
Yes, under section 88(2) and Rule 6, unless the company has fewer than 50 members. Index entries are made at the same time as the register entry. These short entry windows are easier to meet when each trigger is logged on a secretarial and company-law compliance calendar as it occurs.
Which Registers Apply Only in Specific Circumstances?
A second group of registers comes into play only when the triggering event happens. The register of significant beneficial owners under section 90 is the one most often missed.
| Register | Trigger | Provision | Form |
|---|---|---|---|
| Register of significant beneficial owners | A declaration received from a significant beneficial owner | Section 90(2); Rule 5(1), Significant Beneficial Owners Rules 2018 | BEN-3 |
| Register of investments not held in the company's name | Investments held through a nominee or depository | Section 187(3); Rule 14, Meetings of Board Rules | MBP-3 |
| Register of renewed and duplicate share certificates | Issue of a renewed or duplicate certificate | Rule 6(3)(a), Share Capital and Debentures Rules | SH-2 |
| Register of sweat equity shares | Issue of sweat equity | Rule 8(14)(a), Share Capital and Debentures Rules | SH-3 |
| Register of employee stock options | Grant of options under an ESOP | Rule 12(10)(a), Share Capital and Debentures Rules | SH-6 |
| Register of securities bought back | A buy-back | Rule 17(12)(a), Share Capital and Debentures Rules | SH-10 |
| Register of deposits | Acceptance of deposits | Rule 14, Acceptance of Deposits Rules | No form |
| Foreign register of members | Articles authorise it and members reside abroad | Section 88(4); Rule 7 | Notice to the Registrar in MGT-3 within 30 days |
What Do BEN-1, BEN-2 and BEN-4 Do?
They support the BEN-3 register. BEN-1 is the declaration a significant beneficial owner gives the company. BEN-2 is the company's return to the Registrar within 30 days of receiving it. BEN-4 is the notice the company issues under section 90(5) to identify a significant beneficial owner.
Where Must the Registers Be Kept and in What Form?
The register of members and the other section 88 registers are kept at the registered office under section 94(1) of the Companies Act 2013. Two alternatives exist for them, each approved by special resolution. Most other registers carry their own registered-office rule.
- Another place in India where more than one-tenth of the members reside, under section 94(1).
- Another place within the city, town or village of the registered office, under Rule 5(2) of the Management and Administration Rules.
Can the Registers Be Kept Electronically?
Only some companies, and only by choice. Rule 27(1) of the Management and Administration Rules says a listed company, or a company with 1,000 or more shareholders, debenture holders and other security holders, may keep its records in electronic form. Separately, Rule 12(5) of the Meetings of Board Rules allows the register of loans and investments (MBP-2) to be kept manually or electronically by any company. Whether your company falls within Rule 27(1) is a point that advisory services on company-law records can confirm.
Rule 28 then sets the security duties: a non-rewriteable format such as PDF, an authenticated backup at least daily, and access limited to persons the Board authorises.
Does a Depository's Record Count as the Register?
For shares held in demat form, yes. Section 88(3) deems the register and index of beneficial owners kept by a depository under section 11 of the Depositories Act 1996 to be the company's register and index of members.
Who May Inspect the Statutory Registers?
Members, debenture holders, other security holders and beneficial owners may inspect the registers under section 94 free of charge. Anyone else pays a fee set by the articles, capped at ₹50 per inspection under Rule 14(1). Inspection must be allowed for at least two hours on each working day.
Copies are supplied within seven days of the fee being deposited, at up to ₹10 a page under Rule 14(2). Since 2022, Rule 14(3) bars inspection or copying of a member's address, email ID, unique identification number and PAN.
Are Some Registers Restricted to Members?
Yes. The register of significant beneficial owners is open only to members, at a fee of up to ₹50 per inspection, under Rule 5(2) of the Significant Beneficial Owners Rules. The register of directors and key managerial personnel must also be open for inspection at every annual general meeting, under section 171.
How Long Must Each Register Be Preserved?
Retention differs by register, and several registers carry no prescribed period at all.
| Record | Retention | Provision |
|---|---|---|
| Register of members, with its index | Permanently | Rule 15(1), Management and Administration Rules |
| Register of debenture holders and other security holders | 8 years from redemption | Rule 15(2) |
| Copies of annual returns | 8 years from filing | Rule 15(3) |
| Registers in Forms MBP-2, MBP-3 and MBP-4 | Permanently | Rules 12(3), 14(3) and 16(3), Meetings of Board Rules |
| Register of charges | Permanently | Rule 10, Registration of Charges Rules |
| Instrument creating or modifying a charge | 8 years from satisfaction | Rule 10(4) |
| Register of deposits | Not less than 8 years from the year of the latest entry | Rule 14(3), Acceptance of Deposits Rules |
| Register of renewed and duplicate certificates | Permanently | Rule 6(3)(b), Share Capital and Debentures Rules |
The registers in Forms BEN-3, SH-3, SH-6 and SH-10, and the register of directors and key managerial personnel, have no prescribed retention period.
Which Company Records Are Not Technically Registers?
Minutes books under section 118 are the main one. Minutes are entered within 30 days of each meeting and preserved permanently under Rule 25. General meeting minutes stay at the registered office, while Board and committee minutes may be kept where the Board decides. The annual return on Form MGT-7 or MGT-7A is filed from these records but is a return, not a register.
Wage, attendance and other employer records under the labour codes are a separate set, covered in the employer registers and returns matrix.
What Is the Penalty for Not Maintaining a Register?
The penalty depends on the register, as set out in the consolidated text of the Act. Several were converted to civil penalties by the Companies (Amendment) Act 2020, but section 186(13) still carries imprisonment.
| Default | Company | Officer in default | Provision |
|---|---|---|---|
| Register of members or security holders | ₹3,00,000 | ₹50,000 | Section 88(5) |
| Register of directors and KMP | ₹50,000 plus ₹500 a day, up to ₹3,00,000 | ₹50,000 plus ₹500 a day, up to ₹1,00,000 | Section 172 |
| Register of loans and investments | Fine of ₹25,000 to ₹5,00,000 | Imprisonment up to 2 years and fine of ₹25,000 to ₹1,00,000 | Section 186(13) |
| Register of interested contracts | Not applicable | ₹25,000 on the director | Section 189(6) |
| Refusing inspection or copies under section 94 | ₹1,000 a day, up to ₹1,00,000 | ₹1,000 a day, up to ₹1,00,000 | Section 94(4) |
How Are Registers Kept Current Across a Group?
Registers fail quietly: an entry is late, an index is missing, a BEN-1 never reaches BEN-3. A compliance management platform holds each register as an obligation per entity, with the trigger, the seven-day entry window and the evidence of update.
LexComply does not keep the statutory registers for you; the company secretary or the person the Board authorises keeps them. You can contact LexComply to see how a register set would be tracked.
Common Mistakes to Avoid
- Assuming the directors' register has a prescribed form. Section 170(1) and Rule 17 of the Appointment and Qualification of Directors Rules list particulars only; there is no form number.
- Treating electronic registers as mandatory or universal. Rule 27(1) lets only a listed company or a company with 1,000 or more security holders keep records electronically, and says "may", not "shall".
- Keeping the debenture register permanently and destroying the members' register. Rule 15 requires the members' register permanently, and the debenture register 8 years from redemption.
- Waiting for a BEN-1 that never comes. Section 90(5) requires the company to issue a BEN-4 notice to identify a significant beneficial owner.
- Moving the register of members without a special resolution. Section 94(1) and Rule 5(2) both require one before the section 88 registers leave the registered office.
- Allowing anyone to copy members' PAN or email IDs. Rule 14(3) bars inspection or copying of those particulars since 2022.
Legal Disclaimer
This article is general information on Indian company law, current as at the date shown above. It is not legal advice and does not take account of any particular company's facts. Obtain professional advice before acting on any position described here.