Statutory registers are permanent records. Several must be kept from incorporation to dissolution, must be maintained at the registered office unless the members have resolved otherwise, and must be open to inspection. They are among the first documents requested in any diligence, and the most common finding is not that they are wrong but that they were written up years after the events they record.
Statutory Registers
Maintained by [COMPANY NAME] under the Companies Act, 2013
Statutory registers are permanent records. Several must be kept from incorporation to dissolution, must be maintained at the registered office unless the members have resolved otherwise, and must be open to inspection. They are among the first documents requested in any diligence, and the most common finding is not that they are wrong but that they were written up years after the events they record.
| Item | Detail |
|---|---|
| Company | [COMPANY NAME], CIN [CIN] |
| Registered office | [ADDRESS] |
| Place at which registers are kept | [ADDRESS] [, pursuant to the special resolution passed on ______ authorising the keeping of registers at a place other than the registered office] |
| Person responsible | [NAME], [Company Secretary / Director] |
| Form of maintenance | [Physical bound register / Electronic form, with the safeguards prescribed] |
| Last updated | [DATE] |
Index of Registers
| # | Register | Maintained | Retention | Open to inspection by | Location |
|---|---|---|---|---|---|
| 1 | Register of members | [Y/N] | Permanently | Members and any other person, on payment of the prescribed fee | [LOCATION] |
| 2 | Register of debenture holders and other security holders | [Y/N] | For the period prescribed after redemption | Members, debenture holders and others as prescribed | [LOCATION] |
| 3 | Foreign register of members, where kept | [Y/N] | As for the register of members | As for the register of members | [LOCATION] |
| 4 | Index of members, where the membership exceeds the prescribed number | [Y/N] | With the register | With the register | [LOCATION] |
| 5 | Register of directors and key managerial personnel and their securities | [Y/N] | Permanently | Members, free of charge | [LOCATION] |
| 6 | Register of charges | [Y/N] | Permanently | Members and creditors, and any other person on payment | [LOCATION] |
| 7 | Register of contracts or arrangements in which directors are interested | [Y/N] | Permanently | Members | [LOCATION] |
| 8 | Register of loans, guarantees, security and investments | [Y/N] | Permanently | Members | [LOCATION] |
| 9 | Register of renewed and duplicate share certificates | [Y/N] | Permanently | As prescribed | [LOCATION] |
| 10 | Register of sweat equity shares | [Y/N] | Permanently | As prescribed | [LOCATION] |
| 11 | Register of employee stock options | [Y/N] | Permanently | As prescribed | [LOCATION] |
| 12 | Register of shares bought back | [Y/N] | For the period prescribed | As prescribed | [LOCATION] |
| 13 | Register of deposits | [Y/N] | For the period prescribed | As prescribed | [LOCATION] |
| 14 | Register of significant beneficial owners | [Y/N] | Permanently | Members | [LOCATION] |
Register 1
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The register of members, the register of directors, the register of charges, the register of contracts and the minute books are permanent. Diligence asks for them early, and the finding is rarely that an entry is wrong — it is that the register was written up in a single sitting shortly before the diligence began, which is apparent from the handwriting, the ink and the absence of contemporaneous signatures. Maintain them as events occur.
Registers must be kept at the registered office unless the members have authorised another place by special resolution, in which case a filing is required. A company that keeps its registers at its accountant’s office without that authorisation is in default, and it is a default that is easy to identify and easy to avoid.
Registers may be kept in electronic form subject to prescribed safeguards, including access control, backup, an audit trail and the ability to retrieve and produce the record. A spreadsheet on a shared drive with no version control does not meet the standard. Where electronic form is used, record the decision and the safeguards.
The register, the returns of allotment filed with the Registrar, and the capitalisation table should agree. In practice they frequently do not, usually because an allotment or a transfer was effected and never recorded, or recorded and never filed. Check item 4 of the checklist annually rather than discovering the discrepancy during a transaction.
Charges are routinely created and registered, the loan repaid, and the satisfaction never filed. The charge then appears in every subsequent search as a subsisting encumbrance, and clearing it years later requires a no-objection letter from a lender whose file has been archived. Obtain the letter at repayment and file the satisfaction immediately.
It is not enough to maintain it. It must be placed before the next Board meeting and signed by the directors present. A register maintained but never placed before the Board fails the requirement, and the omission is visible because there are no signatures.
The obligation is on the company to seek declarations from members holding above the prescribed threshold, and on the beneficial owner to declare. Companies with layered ownership through trusts, partnerships or overseas holding structures frequently assume the requirement does not apply to them. It usually does. Send the notices, retain the responses, and file where a declaration is received.
Grants, vesting, exercises, lapses and returns to the pool all have to be recorded, and the total must reconcile to the pool authorised. Companies that track options in a spreadsheet maintained by whoever last held the role discover, typically during a fundraise, that more options have been granted than were authorised. Reconcile quarterly.
Board minutes, general meeting minutes and each committee’s minutes must be maintained separately. Combining them is a defect. Where minutes are maintained in loose-leaf form, they must be bound within the period prescribed; pasting minutes into a bound book is not permitted.
Members are entitled to inspect several of these registers during business hours, in some cases free of charge, and to take extracts. Refusing or obstructing inspection is itself a default. Where a shareholder dispute is developing, an inspection request is a common early step, and the state of the registers becomes evidence.
Item 13 of the checklist exists because register maintenance is the first thing to lapse when a company secretary leaves. Record who is responsible, and hand over the registers formally, with a signed record of their state at the date of handover.
Books of account and supporting vouchers must be retained for the period prescribed, and longer where an investigation has been ordered. Permanent registers are permanent — they should not be destroyed on a general document retention schedule, which is how they are most often lost.
Reflects Indian law current as of {{DATE OF USE}}. The prescribed forms of register, the safeguards for electronic maintenance, retention periods and inspection rights change — have the register pack reviewed by a company secretary against the current requirements, and note that these formats capture the substance required rather than reproducing any prescribed form.
This is a ready-to-use template provided for convenience. Laws and requirements change, and every situation is different — please have it reviewed by a qualified professional (a lawyer, company secretary, or chartered accountant as relevant) before you rely on it.