Statutory Registers a Private explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
When an investor, a buyer or a lender does diligence on your company, the first thing they ask for isn't the balance sheet. It's the registers.
And this is where a lot of otherwise well-run companies come apart. They've filed every form on time. The audit is clean. But nobody ever opened a register of members — so on paper, the company can't prove who owns it.
Registers are the least glamorous thing in company law. They're also the only contemporaneous record you have of who owns what, who decided what, and when. You can't recreate them later; you can only create something that looks like them, and diligence teams can tell the difference.
You must keep registers from the date of registration, not from when you start trading. None of them get filed with the ROC — they live at your registered office and are open to inspection. A working private company actively maintains six: members, directors and KMP, charges, MBP-2, MBP-4 and the minute books. The rest open when the event first happens.
Which registers do you actually have to keep?
Here's the full statutory list. Don't panic at the length — most of these open only when a specific event occurs.
| Register | Section / Rule | Form |
|---|---|---|
| Register of members | 88(1)(a) | MGT-1 |
| Register of debenture holders | 88(1)(b) | MGT-2 |
| Register of other security holders | 88(1)(c) | MGT-2 |
| Index of members (if members exceed 50) | 88(2) | — |
| Foreign register of members | 88(4) | MGT-3 on opening |
| Register of charges | 85 | CHG-7 |
| Register of directors and KMP + their shareholding | 170 | — |
| Register of contracts with interested directors | 189 | MBP-4 |
| Register of loans, guarantees, securities, acquisitions | 186(9) | MBP-2 |
| Register of investments not in the company's own name | 187(3) | MBP-3 |
| Register of renewed and duplicate share certificates | Share Capital Rules | SH-2 |
| Register of sweat equity shares | Share Capital Rules | SH-3 |
| Register of employee stock options | Share Capital Rules | SH-6 |
| Register of shares bought back | Share Capital Rules | SH-10 |
| Register of deposits | Deposit Rules | — |
| Register of significant beneficial owners | 90(2) | BEN-3 |
| Minute books — Board, committee, general meetings | 118 | — |
| Books of account | 128 | — |
The six that matter on day one: members, directors and KMP, charges, MBP-2, MBP-4, minute books.
Open all six at incorporation, even the ones that are empty. An empty register that's dated and opened is evidence you were complying. A register created in a hurry the week before diligence is evidence of the opposite.
Why is the register of members the most important one?
Because it's the legal record of ownership. Not your cap table spreadsheet, not the share certificates — this register.
It starts on the date of registration. The subscribers to the memorandum are deemed to have agreed to become members, so their names go in immediately. There's no grace period and no "we'll do it once we raise".
What goes in for each member: name, address, email, PAN or CIN, father's, mother's or spouse's name, occupation, status, nationality. For a minor, the guardian's details. Date of becoming a member and date of ceasing to be one. Then the shares — folio number, certificate numbers, distinctive numbers, nominal value, amount paid. Plus any nomination, lien, pledge or transfer.
That's more than most people put in. The distinctive numbers in particular get skipped, and they're the thing that lets anyone trace a specific share through every transfer it's ever been through.
If it's wrong, Section 59 lets an aggrieved person apply to the Tribunal to have it rectified — where a name went in without sufficient cause, or was left out.
Closing it. Section 91 lets you close the register for up to 45 days in a year, and no more than 30 days at a stretch, after giving notice.
Keep it forever. The register and its index are preserved permanently. You may destroy entries for members who've ceased to be members, but only ten years after cessation. Format and rules for MGT-1 →
What does the register of directors need — beyond names?
The obvious things: DIN, name, father's name, date of birth, address, nationality, occupation, the date of the Board resolution, the date of appointment, and the date and reason for cessation.
Then the column everyone forgets: shareholding.
Not just shares in your company — shares each director holds in your holding company, your subsidiaries, subsidiaries of your holding company, and associate companies, with number, description, nominal value, cost of acquisition and date.
And it has to be updated when a director buys or sells shares. Not only when a director joins or leaves. That's the entry that's almost always missing.
The register sits at the registered office, any member can inspect it free during business hours, and it has to be produced at every AGM and kept accessible to anyone attending.
Register of charges or Form CHG-1 — isn't that the same thing?
No, and this trips people up constantly. They're two separate obligations and you need both.
CHG-1 is the filing. You register the charge with the ROC within 30 days of creating it, and that's what makes it public and gives the lender priority.
CHG-7 is your own internal register, kept at the registered office under Section 85, recording every charge and floating charge on any property or asset of the company.
The register is internal. The filing is public. Doing one doesn't do the other.
A few mechanics: entries go in immediately after a charge is created, modified or satisfied. The register is preserved permanently, and the instrument creating the charge for eight years from the date of satisfaction. It's authenticated by the company secretary or an authorised person, and it's open to inspection by any member or creditor free, and by anyone else on payment. How to file CHG-1 →
Do you open MBP-2 and MBP-4 even with nothing to record?
Yes. Open them at incorporation.
MBP-4 records contracts and arrangements in which a director is directly or indirectly interested, and contracts with a related party under Section 188. For each one: date, name of the party, the relationship, the principal terms, the date of the Board resolution, and whether the interested director was present and voted.
Timing matters here. The entry goes in immediately after the meeting that approved the contract, and the register is placed before the next Board meeting and signed by every director present.
There's a useful exclusion: a contract for the sale, purchase or supply of goods, materials or services where the value doesn't exceed ₹5 lakh in aggregate in a year stays out of the register. So does a banking company's bill collection in the ordinary course. More on Section 188 →
MBP-2 records loans given, guarantees given, securities provided and acquisitions of securities under Section 186. Date, name of the body corporate or person, amount, purpose, terms, rate of interest, and the date of the Board or special resolution. Entries within seven days of the transaction.
One thing to be clear about: Section 186 is not exempted for private companies. The relaxations you get on Section 185 don't carry over. The MBP-2 obligation stands regardless. What private companies are actually exempt from →
How do minutes have to be written and signed?
Minutes of every Board meeting, committee meeting and general meeting go into the minute book within thirty days of the meeting ending.
The formalities are strict, and they're strict for a reason — minutes are evidence of the proceedings recorded in them:
- Pages consecutively numbered. No blank pages. Nothing pasted in.
- Every page initialled or signed, and the last page dated and signed — by the chairman of that meeting or of the next one for Board minutes, and by the chairman within thirty days for general meeting minutes.
- A fair and correct summary of the proceedings, the names of directors present, and the names of any director who dissented or didn't concur.
- The chairman has absolute discretion to leave out anything defamatory, irrelevant, immaterial, or detrimental to the company's interests.
- General meeting minute books stay at the registered office and members can inspect them free.
- Preserved permanently.
- Tampering with minutes is an offence punishable with imprisonment under Section 118(12). It's the only register offence that carries a jail term.
Secretarial Standards SS-1 and SS-2, issued by ICSI under Section 118(10), are mandatory for Board and general meetings respectively. Small companies and OPCs get some relief in how SS-1 applies to them.
Where do registers live, and who can inspect them?
Default answer: the registered office. Not your auditor's office, not the CS firm's office, not a director's home.
There is one alternative route. Under the proviso to Section 94(1), the register of members, the index, the return and copies of annual returns can be kept at any other place in India where more than one-tenth of your members reside — but you need a special resolution, and a copy of it filed with the Registrar in MGT-14 in advance.
Who gets to look:
| Who | What | Fee |
|---|---|---|
| Member, debenture holder, beneficial owner | Section 88 and 94 registers, annual returns | Free |
| Anyone else | The same | Prescribed fee |
| Member | Register of directors and KMP | Free |
| Member or creditor | Register of charges and instruments | Free |
| Anyone else | Register of charges and instruments | Prescribed fee |
Inspection is during business hours and you can impose reasonable restrictions through your articles — but never fewer than two hours on every working day.
Refusing inspection is itself an offence under Section 94(4), and the Tribunal can order an immediate inspection.
How long do you keep everything?
| Record | Keep for |
|---|---|
| Register of members and index | Permanently |
| Entries for members who've ceased | Destroyable 10 years after cessation |
| Register of debenture / security holders | 8 years from redemption |
| Register of charges | Permanently (instrument: 8 years from satisfaction) |
| Register of directors and KMP | Permanently |
| MBP-4 and MBP-2 | Permanently |
| Minute books | Permanently |
| Books of account and vouchers | 8 financial years preceding the current one |
| Meeting notices, agenda, supporting papers | Generally 8 years under SS-1 / SS-2 |
If an investigation has been ordered, books of account are kept for longer — the Central Government direction overrides the eight-year rule. More on Section 128 →
Can you keep registers on a computer?
Yes. Rule 27 of the Management and Administration Rules permits electronic registers, on conditions:
- Records stay accessible in India and usable for later reference.
- Information is retained completely and unaltered, and can be displayed legibly.
- Entries are made date-wise and can't be deleted or altered — you correct by making a fresh entry, not by editing the old one.
- Records are authenticated by digital signature of the company secretary or an authorised person.
- A back-up is maintained in India.
- Responsibility sits with the company secretary, or where there's none, with whoever the Board authorises.
That "can't be deleted or altered" condition is the one that rules out a plain spreadsheet. A spreadsheet anyone can edit silently isn't a compliant electronic register.
And once you elect to go electronic, you have to continue that way.
What happens if you don't maintain them?
| Default | Provision | Consequence |
|---|---|---|
| Section 88 registers not maintained | 88(5) | Penalty on the company and every officer in default |
| Inspection or copies refused | 94(4) | Penalty; Tribunal may order immediate inspection |
| Register of charges not kept | 86 | Penalty on the company and every officer in default |
| MBP-4 not maintained | 189(6) | Penalty on the defaulting director personally |
| Minutes not maintained | 118(11) | Penalty on the company and every officer in default |
| Tampering with minutes | 118(12) | Imprisonment and / or fine |
| Books of account not maintained | 128(6) | Penalty on the MD, WTD in charge of finance, CFO or person charged by the Board |
If you're a small company, OPC, start-up or producer company, Section 446B halves the penalty otherwise applicable, subject to a cap.
But the penalty is rarely the real cost. The real cost is the diligence that stalls, the term sheet that gets repriced, or the indemnity you end up giving because you can't prove what happened in 2023. Full section-wise penalty chart →
Key takeaways
- Registers start on the date of registration, not when you start trading.
- Open all six core registers at incorporation, even empty ones — a dated empty register is evidence, a backdated one isn't.
- The register of members is the legal record of ownership. Include distinctive numbers.
- Directors' shareholding must be updated on every buy and sell, not just on joining and leaving.
- CHG-7 and CHG-1 are different obligations. You need both.
- Section 186 isn't exempted for private companies — MBP-2 applies regardless.
- Minutes within 30 days, consecutively numbered, no blanks, nothing pasted in.
- Tampering with minutes can mean imprisonment — the only register offence that does.
- Registers live at the registered office unless you pass a special resolution and file MGT-14 first.
Read next
- Compliance Checklist for a Private Limited Company
- Register of Members (MGT-1): Format and Rules
- Books of Account under Section 128
- Related Party Transactions under Section 188
- Creation and Registration of Charge: Form CHG-1
- Significant Beneficial Owner: BEN-1 to BEN-4
- Penalties for Non-Compliance: Section-wise Chart
Disclaimer: Positions stated as on 4 September 2026. The Rules and the Secretarial Standards are amended from time to time — verify against the current text on mca.gov.in before you rely on any of this.