How to Maintain Statutory Registers Under Companies Act 2013

One of the most critical compliance obligations that any company in India has is to maintain statutory registers. Regardless of whether you are operating a private limited company, OPC or a public company, the companies act 2013 would ensure that certain registers are always updated.

 

In this guide, we explain what statutory registers are, why they matter, which registers are required, and how to maintain them step-by-step.

 

What Are Statutory Registers?

 

Statutory registers are formal books that all companies are required to keep according to the Companies Act 2013 and the other applicable requirements.

These are records of the shareholders, directors, charges, loans, important agreements and other essentials of the company.

 

They must be:

 

• Correct and updated,

• Stored at the registered office (except moved officially),

• Open to peep-showing by ROC, shareholders, and occasionally to the public.

 

Why Maintaining Statutory Registers is Important

 

The consequences of not keeping mandatory registers can be:

 

• ROC penalties

• The appeals of the company and directors.

• Problems at due diligence, financing or audit.

• Failure rating that affects business credibility.

 

Thus, correct maintenance will allow you to remain within the legal framework and not face any irrelevant penalties.

 

List of Statutory Registers Under Companies Act 2013

 

The following is the complete list of the registers that have to be made in accordance with various sections and rules.

 

• Register of Members (Section 88)

1. Shareholders

2. Number of shares held

3. Folio number

4. Date of allotment/transfer

5. Changes in shareholding

• Register of Directors & Key Managerial Personnel (KMP) – Section 170

1. Name

2. DIN

3. Address

4. Contact

5. PAN

6. Date of appointment/resignation

• Register of Charges (Section 85)

1. Charges created

2. Modifications

3. Satisfactions

4. Details of the charge holder (bank/financial institution)

• Register of Share Transfers & Transmission

Mandatory for companies with share capital.

1. Transferor

2. Transferee

3. Number and type of shares transferred

4. Date of approval

• Register of Renewed & Duplicate Share Certificates

1. Certificates issued in place of lost/mutilated certificates

2. Date of issue

3. Certificate number

• Register of Directors’ Shareholding (Section 170)

1. Directors

2. KMP

3. Relatives of directors

• Register of Loans, Guarantees & Securities (Section 186)

1. Loans given by the company

2. Corporate guarantees

3. Investments in other entities

• Register of Related Party Contracts (Section 189)

1. Directors

2. KMP

3. Relatives

4. Group companies

• Register of Deposits

1. Applicable if the company accepts deposits (mostly public companies).

• Register of Employee Stock Options (ESOP)

1. For companies issuing ESOPs.

 

Where Should Statutory Registers Be Maintained?

 

• Registered office of the company.
  OR

• Anywhere in the same city (subject to the approval of the board and registration with ROC in Form GNL-2)

 

Registers may be in:

 

1. Physical book format

2. Electronic format (per MCA guidelines)

 

How to Maintain Statutory Registers (Step-by-Step Guide)

 

• Step 1: Identify applicable registers

Each register is not required to all companies.
For example:

1. OPC → Fewer registers

2. Pc limited – Majority of registers

3. Public companies → All registers such as deposits

Make a list depending on the type of business

• Step 2: Use the correct format (as per Rules)

Rules Companies (Management and Administration) 2014 allow prescribed formats of registers.

Example:

1. MGT-1 → Register of Members

2. MBP-4 → Register of Contracts

3. SH-6 Register of Employee Stock Options

4. CHG-7 → Register of Charges

Always follow the MCA format.

• Step 3: Enter accurate data

Data should include:

1. Full names

2. DIN/PAN

3. Address & email

4. Number of shares

5. Date of appointment/allotment

6. Contract details

7. Loan amount & terms

Every entry must be factually correct and updated.

• Step 4: Register updates are to be made regularly

Updates may be required when:

1. New directors join

2. Shares are allotted/transferred

3. Loans/guarantees given

4. Associated party dealings take place

5. Accounts are established with banks

Do not store outdated registers — you have a compliance problem as per the ROC inspection

• Step 5: Keeping supporting documents

Attach:

1. Board resolutions

2. Form MGT-14 filings

3. MCA challans

4. Agreements

5. Share transfer forms

6. KYC documents

Documents and registers need to be identical.

• Step 6: Obtaining Board approvals where necessary

Changes such as:

1. Transfers

2. Loans

3. Related party contracts

4. Appointment of directors

should be passed through board meetings and also documented in minutes.

• Step 7: Keep registers safe

Registers must be:

1. Numbered

2. Bound

3. Not tampered

4. Active by the Company Secretary or Director

For electronic registers:

1. Use password protection

2. Keep backups

3. Restrict editing access

 

Who Can Inspect Statutory Registers?

 

 

Inspection must be allowed during business hours.

 

Penalties for Not Maintaining Statutory Registers

 

Penalties under the Companies Act 2013 include:

 

• ₹50,000 – ₹3,00,000 for company

• ₹50,000 – ₹1,00,000 for every officer in default

• Additional penalty per day for continued non-compliance

 

During scrutiny or ROC inspection, missing registers create major issues.

 

Conclusion

 

Maintaining statutory registers is not optional; it is a legal requirement under the Companies Act 2013. With proper formats, timely updating, and secure storage, companies can easily stay compliant and avoid penalties.

 

Disclaimer

 

The information provided in this blog is purely for general informational purposes only. While every effort has been made to ensure the accuracy, reliability and completeness of the content presented, we make no representations or warranties of any kind, express or implied, for the same. 

 

We expressly disclaim any and all liability for any loss, damage or injury arising from or in connection with the use of or reliance on this information. This includes, but is not limited to, any direct, indirect, incidental, consequential or punitive damage.

Further, we reserve the right to make changes to the content at any time without prior notice. For specific advice tailored to your situation, we request you to get in touch with us.