A private limited company keeps its core statutory registers at its registered office: the register of members, the register of directors and key managerial personnel, the register of charges, the register of contracts in which directors are interested, the register of loans and investments, and the register of significant beneficial owners. They are not filed with the MCA. They are the company’s own legal record, and members (and in some cases outsiders) have a right to inspect them.
Below is what each register holds, when entries are made, and the rules on location and inspection.
The core registers
| Register (section) | What it records | When it is updated |
|---|---|---|
| Register of members (section 88; Form MGT-1) | Each member, their shares by class, residence in or outside India, transfers and transmissions | On allotment, transfer or transmission of shares |
| Register of debenture holders or other security holders (section 88) | Holders of debentures or other securities, if the company has issued any | On issue or transfer |
| Register of directors and key managerial personnel (section 170) | Particulars of each director and KMP, including the securities each holds in the company | On appointment, resignation or any change in particulars |
| Register of charges (section 85) | All charges and floating charges affecting the company’s property, assets or undertakings | As charges are created; a copy of each instrument creating a charge is kept with the register |
| Register of contracts or arrangements in which directors are interested (section 189; Form MBP-4) | Contracts with entities in which a director is interested, and related party contracts under section 188 | When such a contract is entered into; placed before the next board meeting and signed by the directors present |
| Register of loans, investments and security provided (section 186(9)) | Loans given, security provided for others’ borrowing, and acquisitions of securities of other bodies corporate | When each transaction is made |
| Register of significant beneficial owners (section 90; Form BEN-3) | Individuals holding, directly or indirectly, a significant beneficial interest (25% or the prescribed percentage) or significant influence or control | On receipt of a declaration from a significant beneficial owner |
Each register under section 88 must include an index of names. A company that has not issued debentures, created a charge or given a loan has nothing to enter in those registers yet, but it should still be ready to open one the day the first transaction happens.
If you would rather not maintain these yourself, our ROC compliance support can keep the registers updated alongside the company’s filings.
What goes wrong most often
- The register of members does not match the MCA record. After a share transfer, the company records it in the register and reflects it in the next annual return. If the register is not updated, the annual return will be wrong.
- The director interest register is opened only when someone asks. Section 189 expects entries as the contracts are made, and the register goes to the next board meeting for signature. Recreating it years later is difficult to defend.
- Loans to group or associate entities are recorded only in the books. Section 186(9) needs a separate register, and section 186(10) gives members the right to see it.
- Beneficial owner declarations are never collected. Where shares are held through another entity or on someone’s behalf, the company should identify and record the significant beneficial owner.
Where the registers are kept
Under section 94(1) of the Companies Act, 2013, the registers under section 88 and copies of annual returns are kept at the registered office. They may be kept at another place in India only if more than one-tenth of the members live there and the members approve it by special resolution.
The register of directors and KMP (section 170) and the register of loans and investments (section 186(10)) are also to be kept at the registered office.
Section 120 allows registers and records to be kept in electronic form, in the manner the rules prescribe. Electronic registers are fine, but they need the same discipline: entries made on time, a clear audit trail and secure backups.
Who can inspect them
| Register | Who may inspect | Copies and extracts |
|---|---|---|
| Registers under section 88 and copies of annual returns | Any member, debenture holder, other security holder or beneficial owner, without fee during business hours; any other person on payment of the prescribed fee | Extracts may be taken free; copies on payment of the prescribed fee |
| Register of directors and KMP | Members, during business hours; also open at every AGM to anyone attending | Members get copies free of cost within 30 days of request |
| Register of loans and investments | Open to inspection at the registered office | Members may take extracts and obtain copies |
Refusing a lawful inspection is itself a default, so it helps to have a simple written procedure: who receives the request, where the registers are produced, and how copies are issued and logged.
Other registers you may need
Depending on what the company does, the rules call for further registers, for example of share certificates issued in renewal or as duplicates, of sweat equity shares, of employee stock options, or of securities bought back. These come into play only when the company takes those actions, but each has its own format in the rules.
Registers versus minutes
Registers record facts that persist (who holds shares, who the directors are, which charges exist). Minutes record what was decided at a meeting and must be prepared within 30 days of it under section 118. Both are kept at the company, and both are often asked for by auditors and investors, but they are separate books and one does not replace the other.
Complianto (complianto.in), operated by Mentorcorp Private Limited, is a private consultancy and is not affiliated with any government body. We do not issue official documents. We charge a professional fee for application assistance and advisory services. Applicants can apply directly to the government without our fees via the official portals: MCA (mca.gov.in), Income Tax (incometax.gov.in), GST (gst.gov.in), MSME (udyamregistration.gov.in), FSSAI (foscos.fssai.gov.in), Startup India (startupindia.gov.in), and IP India (ipindia.gov.in).
This article is general information, not legal or tax advice.
