11 Mandatory Statutory Registers Every Company Must Maintain Under Companies Act, 2013

Introduction

The Companies Act 2013 mandates every company to maintain specific statutory registers to ensure transparency, accountability, and proper governance. These registers serve as crucial documents that contain vital information about the company’s structure, ownership, and operations. Non-compliance with these requirements can result in significant penalties and legal consequences.

What are Statutory Registers?

Statutory registers are mandatory books of records that every company must maintain under the Companies Act 2013. These registers contain essential information about various aspects of the company’s functioning and must be kept up-to-date at all times. They serve as primary sources of information for stakeholders, regulators, and the public.

Key Provisions Under Companies Act 2013

The Companies Act 2013 has streamlined the requirements for maintaining statutory registers compared to its predecessor. The primary sections dealing with statutory registers include:

• Section 62(1)(b): Register of Employee Stock Options
• Section 68: Register of Buyback
• Section 85: Register of Charges
• Section 88: Register of Members
• Section 88: Register of Debenture Holders
• Section 90: Register of Significant Beneficial Owners
• Section 170: Register of Directors and Key Managerial Personnel (KMP)
• Section 186: Register of loans, guarantee, security and acquisition made by the Company
• Section 187: Register of investments not held in its own name by the Company
• Section 189: Register of Contracts or Arrangements in Which Directors are Interested
• Rule 14 of The Companies (Acceptance of Deposits) Rules, 2014: Register of Deposits

Mandatory Statutory Registers: Complete List

1. Register of Employee Stock Options (Section 62(1)(b))

Legal Requirement: Every company that have issued employee stock options must maintain a register of employee stock options.

Form: SH-6

Details to be Maintained:

• Details of grantee
• Number of options granted
• Date of vesting and exercise period
• Details of exercise
• Lock in period
• Options lapsed

2. Register of Buyback (Section 68)

Legal Requirement: Every company that have bought back their shares must maintain a register of Buyback of securities.

Form: SH-10

Details to be Maintained:

• Number and class of shares bought back.
• Date of buy-back.
• Consideration paid.
• Date of cancellation of shares or securities
• Date of extinguishing and physically destroying the shares or securities

3. Register of Charges (Section 85)

Legal Requirement: Companies must maintain a register of charges created by the company.

Form: CHG-7

Due date: Forthwith after the creation, modification or satisfaction of charge

Preserved: Permanently

Details to be Maintained:

• Date of creation of charge
• Amount secured by the charge
• Short particulars of property charged
• Persons in whose favor charge is created
• Terms and conditions of the charge
• Modifications and satisfaction of charges

Inspection: At registered office, during business hours subject to restrictions imposed in articles.

Fee for inspection:
a) For Members/ Creditors- Nil
b) Other – Fees as may be prescribed

Penalty: Company shall be liable to penalty of Rs. 5 lac and every officer shall be liable to penalty of Rs. 50,000.

4. Register of Members (Section 88)

Legal Requirement: Every company must maintain a register of members containing prescribed particulars.

Form: MGT-1

Details to be Maintained:

• Full name, address, and occupation of each member
• Date of becoming a member
• Date of cessation of membership
• Number of shares held by each member
• Distinctive numbers of shares held
• Amount paid or agreed to be paid on shares
• Transfers of shares with dates
• Transmission of shares by operation of law

Inspection: At registered office or at place where it has been kept, during business hours but not less than 2 hrs a day

Fee for inspection: a) For members, debenture-holders, other security holder or beneficial owner- Nil
b)other- on payment of fees as prescribed by the articles but not exceeding Rs. 50 for each inspection

Penalty: Company shall be liable to a penalty of Rs. 3 lac and every officer of the company who is in default shall be liable to a penalty of Rs. 50,000

5. Register of Debenture Holders (Section 88)

Legal Requirement: Companies issuing debentures must maintain a separate register for debenture holders.

Form: MGT-2

Details to be Maintained:

• Name, address, and occupation of debenture holders
• Principal amount of debentures held
• Date of allotment of debentures
• Distinctive numbers of debentures
• Details of transfers and transmissions
• Redemption details
• Interest payment records

Inspection: At registered office or at place where it has been kept, during business hours but not less than 2 hrs a day

Fee for inspection: a) For members, debenture-holders, other security holder or beneficial owner- Nil
b)other- on payment of fees as prescribed by the articles but not exceeding Rs. 50 for each inspection

Penalty: Company shall be liable to a penalty of Rs. 3 lac and every officer of the company who is in default shall be liable to a penalty of Rs. 50,000

6. Register of Significant Beneficial Owners (Section 90)

Legal Requirement: Companies must maintain a Register of Significant Beneficial Owners.

Form: BEN-3

Details to be Maintained:

• Details of the Beneficial Owner
• Date of declaration under section 90
• Date of cessation
• Date of entry in Register
• Date of filing of BEN-2

Inspection: At registered office or at place where it has been kept, during business hours but not less than 2 hrs a day

Fee for inspection: a) For members, debenture-holders, other security holder or beneficial owner- Nil
b)other- on payment of fees as prescribed by the articles but not exceeding Rs. 50 for each inspection

Penalty: Company shall be liable to penalty of Rs. 1 lac and in case of continuing failure, Rs. 500 for each day subject to maximum of Rs. 5 lac and every officer shall be liable to penalty of Rs. 25000 and in case of continuing failure Rs. 200 for each day subject to maximum of Rs. 1 lac

7. Register of Directors and Key Managerial Personnel (Section 170)

Legal Requirement: Companies must maintain comprehensive details of directors and KMP.

Details to be Maintained:

• Personal details of directors
• Appointment and resignation dates
• Directorships in other body corporates
• Shareholding in the company, holding company, subsidiaries, fellow subsidiaries and associates

Inspection: At registered office, during business hours and also at AGM

Fee for inspection: For members- Nil

8. Register of loans, guarantee, security and acquisition made by the Company (Section 186)

Legal Requirement: Companies must maintain details of loans, guarantees, securities and acquisitions made.

Form: MBP-2

Due date: Within 7 days

Preserved: Permanently

Details to be Maintained:

• Purpose of loan or guarantee
• Amount involved
• Terms and conditions
• Rate of interest
• Repayment schedule
• Security provided
• Particulars of investments made
• Details of securities given
• Date of passing Board and/or Special Resolution

Inspection: At registered office

Fee for inspection: For members- Nil

9. Register of investments not held in its own name by the Company (Section 187)

Legal Requirement: Companies must maintain a Register of investments not held in its own name by the Company.

Form: MBP-3

Preserved: Permanently

Details to be Maintained:

• Details of investment and Board Resolution for same
• Name of the company or body corporate in which investment is made
• Details of securities
• Cost of acquisition
• Date of disposal
• Sale consideration

Inspection: At the registered office, during business hours subject to restrictions imposed in Articles or general meeting

Fee for inspection: For members/ debenture holder- Nil

Penalty: Company shall be liable to penalty of Rs. 5 lac and every officer shall be liable to penalty of Rs. 50000

10. Register of Contracts or Arrangements (Section 189)

Legal Requirement: Companies must maintain a register of contracts or arrangements in which directors are interested.

Form: MBP-4

Due date: Entry shall be made at once, whenever there is a cause to make entry, in chronological order

Preserved: Permanently

Details to be Maintained:

• Particulars of contracts or arrangements
• Names of parties to the contract
• Nature of interest of directors
• Date of contract or arrangement
• Terms and conditions of the contract
• Details of approval at the meeting of the Board
• Details of interest of Director in other body corporate

Inspection: At registered office, during business hours and also at AGM

Fee for inspection: For members- Nil

Penalty: Every Director shall be liable to penalty of Rs. 25000

11. Register of Deposits (Rule 14 of The Companies (Acceptance of Deposits) Rules, 2014)

Legal Requirement: Companies must maintain a register of deposits accepted or renewed.

Due date: Within 7 days

Preserved: Not less than 8 years

Details to be Maintained:

• Details of depositor
• Particulars of guardian, in case of a minor
• Particulars of the nominee
• Deposit receipt number
• Details of deposit
• Rate of interest and due date for same
• Mandate for payment
• Particulars of charge

Digital Maintenance and Inspection in E-Forms

Under the Companies Act 2013, companies can maintain these registers in electronic form, subject to compliance with:

• Section 120
• Rule 27 of Companies (Management and Administration) Rules 2014
• Proper backup and security measures
• Regular updates and maintenance
• Accessibility for inspection
• Capable of being dated and digitally signed
• Should be non-editable post signing or date of update should be recorded

Conclusion

Maintaining statutory registers under the Companies Act 2013 is not just a legal requirement but a fundamental aspect of good corporate governance. These registers ensure transparency, protect stakeholder interests, and facilitate regulatory compliance. Companies must establish robust systems and processes to maintain these registers accurately and timely.

Regular review and updates, professional guidance, and adoption of digital systems can help companies maintain compliance while minimizing the risk of penalties. As regulations continue to evolve, staying updated with the latest requirements is essential for effective corporate governance.

Frequently Asked Questions (FAQ)

1. Can statutory registers be maintained in electronic format?

Yes, companies can maintain registers electronically under Section 120 read with Rule 27 of the Companies (Management and Administration) Rules, 2014, provided they ensure proper backup, security, and accessibility.

2. How often should statutory registers be updated?

Registers must be updated immediately upon any change in the relevant information.

3. Are there specific software requirements for maintaining electronic registers?

While no specific software is mandated, the system must ensure data integrity, security, backup capabilities, and generate reports in prescribed formats. Many companies use specialized compliance software.

4. Can foreign companies operating in India maintain registers abroad?

No, foreign companies with Indian operations must maintain registers at their Indian registered office or authorized location within India, as per Companies Act 2013 requirements.

5. Can register entries be made in regional languages?

No, all entries must be in English. If supporting documents are in regional languages, certified English translations must be maintained alongside the original documents.

6. Do LLPs need to maintain statutory registers?

No, Limited Liability Partnerships (LLPs) are governed by the LLP Act, 2008, and are not required to maintain statutory registers as per the Companies Act, 2013.

7. Are statutory registers mandatory for all companies?

Yes, most statutory registers are mandatory for all types of companies—private limited, public limited, and OPC—unless specifically exempted under the Act or Rules.