A company runs for years with a register of members last updated two funding rounds ago. Then an acquirer's diligence team asks to reconcile the cap table against the statutory register, and it does not match the share certificates, the PAS-3 filings or the bank's records. Nothing was fraudulent. The register was simply never kept current — and now every discrepancy is a question, and the deal timeline stretches.
Statutory registers are the company's official record of who owns it, who runs it, what it owes and who it deals with, and most entries must be made within 7 days of the board approving the underlying change.
The bottom line
The core set: Register of Members (MGT-1), Directors and KMP (Section 170), Charges (CHG-7), Significant Beneficial Owners (BEN-3), Related-Party Contracts (MBP-4), Loans and Investments (MBP-2 and MBP-3), and the minute books.
The update rule: entries for allotments and transfers go in within 7 days of board approval.
Where and how long: at the registered office, physical or electronic, preserved for the prescribed period — many of them permanently.
Why the registers matter
They provide an auditable trail of corporate decisions and ownership, let regulators verify that the company operates within the law, and protect the rights of shareholders and creditors.
They are quiet records until the moment somebody needs them to be perfect. That moment is always a bank lending, an investor diligencing, or the Registrar inspecting — never a calm Tuesday.
The full set
| 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 that accepts deposits also maintains a register of deposits, and others follow from its particular activities.
The 7-day rule
Under Section 88 and Rule 5 of the Companies (Management and Administration) Rules, 2014, 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 person the board authorises.
The habit that keeps a company clean is to build the register update into the same workflow as the MCA filing. Update the register the moment you file PAS-3 or DIR-12, rather than adding it to a list of things to catch up on.
Where they are kept, and who can see them
Registers are kept at the registered office and may be maintained in electronic form under Section 120. To keep them elsewhere — at a registrar and transfer agent's office, say — the board passes a resolution, keeps a copy at the registered office and intimates the Registrar.
Under Section 94, members and debenture holders can inspect them free of charge during business hours, non-members on payment of a fee, and they must be available at every AGM. Several registers, including members, charges and minutes, are preserved permanently.
What non-maintenance costs
Failing to maintain the register of members or debenture holders in accordance with the law makes the company liable to ₹3 lakh and every officer in default to ₹50,000, under Section 88(5).
Falsifying a register is a different matter altogether and can amount to fraud under Section 447.
Beyond the penalties, badly kept registers are a drag on every fundraise, loan and acquisition the company will ever attempt — which in practice costs far more than either figure.
Common mistakes
- Letting the register of members fall behind the cap table. Reconcile it against PAS-3 and the share certificates.
- Updating late. The 7 days runs from board approval, not from when someone remembers.
- Forgetting the event-based registers. Charges in CHG-7, significant beneficial owners in BEN-3 and related-party contracts in MBP-4 all need updating when triggered.
- Keeping registers off-site without the board resolution and Registrar intimation that permits it.
- Treating registers as a year-end task. They are continuous records, and gaps surface in diligence rather than in the audit.
A working routine
- Maintain the core set — members, directors and KMP, charges, SBO, related-party contracts, loans and investments, and minutes.
- Update entries within 7 days of board approval of the underlying event.
- Have entries authenticated by the company secretary or a board-authorised person.
- Keep them at the registered office, or intimate an alternative location properly.
- Make them available for inspection, and at every AGM.
- Reconcile against the MCA filings before annual return time, not during diligence.
Frequently asked questions
What is the Register of Members, and which form is it in? 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 is 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.
How long do registers have to be preserved? For the prescribed period, and several of them — members, charges and minutes among others — permanently.
Primary sources
- Sections 85, 88, 90, 94, 118, 120, 170, 186, 187 and 189, Companies Act, 2013
- Companies (Management and Administration) Rules, 2014; Companies (Registration of Charges) Rules, 2014
- Prescribed forms: MGT-1, MGT-2, MGT-3, CHG-7, BEN-3, MBP-2, MBP-3, MBP-4, SH-2, SH-3, SH-6 and SH-10