When a bank lends, an investor diligences, or the ROC inspects, the statutory registers are the first thing they open. They're the company's official record of who owns it, who runs it, what it owes, and who it deals with — and keeping them is not optional.
The 7-day habit: most registers must be updated within 7 days of the board approving the underlying change.
A company sails through years of operations with a register of members that was last updated two funding rounds ago. Then an acquirer's diligence team asks to reconcile the cap table against the statutory register — and the register doesn't match the share certificates, the PAS-3 filings, or the bank's records. Nothing was fraudulent; the registers were simply never kept current. But now every discrepancy is a diligence question, and the deal timeline stretches. Statutory registers are quiet until the moment someone needs them to be perfect.
These registers exist so that ownership, control, charges and related-party dealings are always provable. Maintaining them is a baseline of good governance — and a legal duty.
BOTTOM LINE
- The core set: Register of Members (MGT-1), Directors & KMP (s.170), Charges (CHG-7), Significant Beneficial Owners (BEN-3), Related-Party Contracts (MBP-4), Loans/Investments (MBP-2/3), plus the Minute Books.
- The update rule: Entries for allotments/transfers go in within 7 days of board approval.
- Where & how long: Kept at the registered office (physical or electronic), preserved for the prescribed period — many permanently.
Why registers matter
Governs this section: Sections 85, 88, 90, 118, 170, 186, 189, Companies Act, 2013
Statutory registers provide an auditable trail of corporate decisions and ownership, let regulators verify the company operates within the law, and protect the rights of shareholders and creditors. They're drawn from several sections of the Act, each covering a distinct facet of governance — ownership, directorships, charges, related-party dealings, beneficial ownership.
The full set of registers
Governs this section: various sections & the prescribed forms
The registers most companies must keep:
| Register | Section | Form |
|---|---|---|
| Members | 88(1)(a) | MGT-1 |
| Debenture/other security holders | 88(1)(b) | MGT-2 |
| Foreign register (if any) | 88(4) | MGT-3 |
| Directors & KMP and their shareholding | 170 | (prescribed) |
| Charges | 85 | CHG-7 |
| Significant Beneficial Owners | 90 | BEN-3 |
| Loans, guarantees, security & acquisitions | 186(9) | MBP-2 |
| Investments not held in company's name | 187 | MBP-3 |
| Contracts in which directors are interested | 189 | MBP-4 |
| Renewed/duplicate share certificates | SH (Rules) | SH-2 |
| Sweat equity shares | SH (Rules) | SH-3 |
| Employee stock options | SH (Rules) | SH-6 |
| Shares bought back | SH (Rules) | SH-10 |
| Minutes of board, committee & general meetings | 118 | (minute books) |
A company also maintains a register of deposits where it accepts deposits, and other registers based on its specific activities.
The 7-day update rule
Governs this section: Section 88 & Rule 5, Companies (Management and Administration) Rules, 2014
THE HABIT THAT KEEPS YOU CLEAN
Entries in the register of members (and the related registers) must be made within 7 days of the board or its committee approving an allotment, transfer, buy-back, forfeiture, consolidation, and so on. Entries are authenticated by the company secretary or a board-authorised person. Build the register update into the same workflow as the MCA filing — update the register the moment you file PAS-3 or DIR-12, not "later."
Where they're kept, and inspection rights
Governs this section: Sections 94 & 120
Registers are kept at the registered office, and may be maintained in electronic form (Section 120). To keep them elsewhere (say, at an RTA's office), the board passes a resolution, keeps a copy at the registered office and intimates the ROC. Under Section 94, members and debenture holders can inspect them free during business hours; non-members on a fee; and they must be available at every AGM. Many registers — members, charges, minutes — are preserved permanently.
What does non-maintenance cost?
Governs this section: Section 88(5)
PENALTY — Section 88(5)
Failure to maintain the register of members/debenture-holders in accordance with the law makes the company liable to ₹3 lakh and every officer in default ₹50,000. Falsifying a register is far worse — it can amount to fraud under Section 447. Beyond penalties, badly kept registers are a direct drag on every fundraise, loan and acquisition.
Common mistakes
- Letting the register of members fall behind the cap table. Reconcile it against PAS-3 and share certificates.
- Updating registers late. The 7-day rule runs from board approval.
- Forgetting the event-based registers. Charges (CHG-7), SBO (BEN-3) and RPT (MBP-4) all need updating when triggered.
- Keeping registers off-site without process. Board resolution and ROC intimation are required.
- Treating registers as a year-end task. They're continuous records; gaps surface in diligence.
Checklist
- Maintain the core register set (members, directors/KMP, charges, SBO, RPT, loans/investments, minutes).
- Update entries within 7 days of board approval of the underlying event.
- Authenticate entries (CS or board-authorised person).
- Keep registers at the registered office (or properly intimate an alternative location).
- Make registers available for inspection and at every AGM.
- Reconcile registers against MCA filings before annual return time.
FAQ
What is the Register of Members and which form is it in? It's the foundational record of shareholders, maintained in Form MGT-1 under Section 88(1)(a).
How quickly must registers be updated? Within 7 days of the board (or its committee) approving the allotment, transfer or other change.
Can statutory registers be kept electronically? Yes, under Section 120 and the Management and Administration Rules.
Who can inspect the registers? Members and debenture holders free of charge during business hours; non-members on a fee; and they must be available at every AGM.
What's the penalty for not maintaining the register of members? ₹3 lakh on the company and ₹50,000 on every officer in default under Section 88(5); falsification can attract fraud liability under Section 447.
Primary sources
- Sections 85, 88, 90, 94, 118, 120, 170, 186, 187 & 189, Companies Act, 2013
- Companies (Management and Administration) Rules, 2014; Companies (Registration of Charges) Rules, 2014
- Prescribed forms: MGT-1/2/3, CHG-7, BEN-3, MBP-2/3/4, SH-2/3/6/10
Disclaimer: This article is general information on a fast-changing area of company law, current at the time of writing. It is not legal or professional advice for any specific company. Verify the position against the live MCA rules and consult your company secretary.