Statutory Registers Every Private Company Must Maintain Under Companies Act 2013

Last updated: 13 April 2026

A single ROC inspection that finds missing statutory registers can cost your company ₹3,00,000 in penalties — and that is just for one register. Most private limited companies in India operate with incomplete or outdated registers, unaware that the Companies Act 2013 mandates at least eight distinct statutory registers, each with its own penalty provision. In the financial year 2024-25, MCA adjudication orders against companies like Hermes I Tickets Pvt Ltd and Winstaar Enterprises Marketting Pvt Ltd confirm that the Registrar of Companies is actively penalising non-maintenance of statutory registers under Section 88, Section 94, and Section 170.

What Are Statutory Registers Under the Companies Act 2013?

Statutory registers are legally mandated records that every company must create, maintain, and update under specific provisions of the Companies Act 2013. Unlike internal management records that a company may choose to keep, statutory registers are compulsory — and the Registrar of Companies can impose penalties for their non-maintenance without any prior notice. These registers serve as the official corporate memory of the company, recording ownership patterns, director interests, charge creation, and governance proceedings.

For private limited companies, maintaining these registers is not optional governance best practice — it is a legal obligation with financial consequences. According to CS Sapna Malpani, “Most private companies I audit maintain only the Register of Members and Minutes Books. The remaining six registers are either incomplete or non-existent — and each one carries its own penalty provision under the Act.”

Complete List of Statutory Registers a Private Company Must Maintain

Register of Members — Section 88 (Form MGT-1)

The Register of Members is the most fundamental statutory register. Under Section 88(1)(a) of the Companies Act 2013, every company must maintain a register of its members containing the name, address, number of shares held, amount paid or agreed to be paid on shares, the date of becoming and ceasing to be a member, and any other prescribed particulars. The register must be maintained in Form MGT-1 as prescribed under Rule 3 of the Companies (Management and Administration) Rules, 2014.

Along with the register, Section 88(3) mandates an Index of Members for companies with more than 50 members. The index must contain sufficient particulars to enable easy identification of each entry in the register. Any alteration in the register must be reflected in the index within 14 days.

Penalty for non-maintenance: ₹3,00,000 on the company and ₹50,000 on every officer in default, plus a continuing penalty of ₹1,000 per day for every day of continuing default.

Register of Significant Beneficial Owners — Section 90 (Form BEN-3)

This register was introduced to trace the real persons behind corporate shareholding layers. Under Section 90, every individual holding significant beneficial interest in shares of a company — defined as at least 10% of shares, voting rights, or right to receive or participate in dividends — must declare such interest to the company in Form BEN-1. The company must then maintain this information in a register in Form BEN-3 and file Form BEN-2 with the Registrar within 30 days of receiving the declaration.

Penalties are among the steepest: ₹1,00,000 on the company plus ₹500 per day of continuing default (capped at ₹5,00,000). For individual SBOs who fail to declare, the penalty is ₹50,000 plus ₹1,000 per day (capped at ₹2,00,000). Officers in default face ₹25,000 plus ₹200 per day (capped at ₹1,00,000).

Register of Charges — Section 77-87 (Form CHG-7)

Every company that creates a charge on its assets — whether by way of mortgage, pledge, hypothecation, or otherwise — must maintain a Register of Charges in Form CHG-7 at its registered office. Additionally, the company must file Form CHG-1 with the Registrar within 30 days of creation of the charge. For charges on debentures, Form CHG-9 applies.

This register is relevant for every private company that has taken bank loans, as banks invariably create charges on company assets. Non-registration of a charge makes it void against the liquidator and other creditors — a severe commercial consequence beyond the penalty amount.

Penalty: ₹5,00,000 on the company and ₹50,000 on every officer in default.

Register of Directors and Key Managerial Personnel — Section 170 (Form DIR-12)

Under Section 170, every company must maintain a register of its directors and key managerial personnel (CS, CFO, Managing Director, Whole-time Director, Manager) at its registered office. This register must contain prescribed particulars including DIN, name, father’s name, nationality, date of birth, residential address, occupation, date of appointment, date of cessation, and details of other directorships held.

Any change in directors must be filed with the Registrar in Form DIR-12 within 30 days of the change. The register must also contain particulars of securities (shares, debentures) held by each director in the company or its subsidiaries.

Penalty: ₹50,000 to ₹3,00,000 on the company plus ₹500 per day of continuing default. Officers in default face up to ₹1,00,000 plus ₹200 per day.

Register of Contracts with Related Parties — Section 189 (Form MBP-4)

Under Section 189, every company must maintain a register in Form MBP-4 recording all contracts or arrangements in which any director is directly or indirectly interested. This includes contracts for sale, purchase, or supply of goods or materials, selling or leasing of property, appointment of directors or agents, and subscription to shares or debentures. Directors must disclose their interest in Form MBP-1 at the first board meeting of every financial year.

Contracts with an aggregate value not exceeding ₹5,00,000 in a financial year are exempt from this requirement.

Penalty: ₹25,000 on directors who fail to comply with disclosure requirements.

Minutes Books — Section 118

Every company must maintain separate Minutes Books for Board Meetings and General Meetings. Under Section 118, minutes of each meeting must be prepared and signed within 30 days of the conclusion of the meeting. Minutes serve as prima facie evidence of proceedings under Section 118(10), meaning they are treated as accurate unless proven otherwise.

The law takes minute-tampering seriously: under Section 118(12), altering, circulating, or destroying minutes carries imprisonment of up to 2 years and a fine between ₹25,000 and ₹1,00,000. This is one of the few provisions in the Companies Act that carries a criminal penalty rather than just a monetary fine.

Penalty for non-maintenance: ₹25,000 on the company and ₹5,000 on every officer in default.

Cumulative Penalty Risk: What Non-Compliance Actually Costs

The penalties are not theoretical. MCA adjudication orders against Hermes I Tickets Pvt Ltd (Section 88 default) and Winstaar Enterprises Marketting Pvt Ltd (Section 94 default) in FY 2024-25 confirm active enforcement. The Registrar of Companies does not issue warnings — the first communication is typically the show-cause notice under Section 454.

Format Requirements: Physical vs Electronic Registers

The Companies Act 2013 permits maintenance of statutory registers in electronic form, subject to these conditions:

Electronic records must be in a readable, retrievable, and secure format. Digital signatures of authorised officials are required for authentication. All electronic records must carry timestamps and maintain audit trails. Records must remain accessible for at least 8 financial years. The Board of Directors must approve the storage location and format.

Listed companies and companies with 1,000 or more shareholders are required to maintain all registers electronically. For private companies with smaller shareholder bases, physical registers remain acceptable — but electronic maintenance is increasingly preferred for ease of inspection and retrieval.

Where to Maintain Registers: Location Rules Under Section 94

All statutory registers must ordinarily be maintained at the registered office of the company. However, Section 94 permits maintenance at an alternate location within the same city, town, or village where the registered office is situated — provided the company passes a special resolution and files Form MGT-15 with the Registrar within 15 days.

Shifting registers to another location without following this procedure attracts penalties: up to ₹3,00,000 on the company and ₹50,000 on officers in default under Section 94(4).

Member Inspection Rights: Sections 94 and 171

Members have a statutory right to inspect the Register of Members, Register of Debenture Holders, and Register of Directors during business hours at the registered office. Under Section 94, the company must provide extracts or copies within 30 days of a member’s request, free of charge. If the company refuses inspection, the member can apply to the Registrar, who has the power to order immediate inspection.

Denying inspection attracts a penalty of ₹1,000 per day of default on the company, capped at ₹1,00,000.

Step-by-Step Compliance Checklist for Private Companies

Comparison: Statutory Registers vs Other Company Records

Company officers sometimes confuse statutory registers with other records required under the Act. The Annual Return (Form MGT-7 under Section 92) is a periodic filing with the Registrar — it is not a register. Financial statements filed under Section 137 (Form AOC-4) are also separate from registers. Similarly, the Register of Contracts (Section 189) is distinct from the disclosure requirements under Section 184 (disclosure of interest by directors at board meetings). Each has its own section, form number, and penalty provision.

The Deeper Implication: Why MCA Enforcement Is Increasing

According to CS Sapna Malpani, “The shift to the MCA V3 portal and the integration of company data across government databases means that non-compliance gaps are now easier for the Registrar to identify. Companies that have been operating with incomplete registers for years are increasingly receiving show-cause notices — particularly for BEN-2 and MBP-4 defaults, which were historically under-enforced.”

The Companies (Amendment) Act, 2020 replaced criminal penalties (imprisonment) with monetary penalties for most register-related defaults. While this reduced the criminal exposure for directors, it made enforcement faster — the ROC can now impose penalties through adjudication orders under Section 454 without going through criminal courts. Expect enforcement to intensify further as MCA’s data analytics capabilities improve.

Sources and References

1. Companies Act 2013 — India Code (Official Bare Act)
2. MCA — Companies (Management and Administration) Rules, 2014
3. ICSI Guidance Note on Registers and Returns
4. MCA — ROC Prosecution and Adjudication Data
5. IndianKanoon — Section 88 Case Law
6. Taxmann — Companies Act Register Compliance Analysis

Frequently Asked Questions

What are the statutory registers a private limited company must maintain under the Companies Act 2013?

Every private limited company in India must maintain the following statutory registers under the Companies Act 2013: Register of Members (Section 88, Form MGT-1), Index of Members (Section 88), Register of Debenture Holders (Section 88(1)(b), Form MGT-2), Register of Significant Beneficial Owners (Section 90, Form BEN-3), Register and Index of Charges (Section 85, Form CHG-7), Register of Directors and KMP (Section 170, Form DIR-12), Register of Contracts with Related Parties (Section 189, Form MBP-4), and Minutes Books for Board and General Meetings (Section 118). Non-maintenance attracts penalties ranging from ₹25,000 to ₹5,00,000 depending on the register.

What is the penalty for not maintaining the Register of Members under Section 88?

Under Section 88 of the Companies Act 2013, failure to maintain the Register of Members attracts a penalty of ₹3,00,000 on the company and ₹50,000 on every officer in default. For continuing violations, an additional penalty of ₹1,000 per day applies for every day the default continues after the first day. The register must be maintained in Form MGT-1 at the registered office of the company, and members have a statutory right to inspect it during business hours under Section 94.

Can statutory registers be maintained in electronic form?

Yes, statutory registers can be maintained in electronic form under the Companies Act 2013. Electronic records must be in a readable, retrievable, and secure format with proper authentication through digital signatures. Listed companies and companies with 1,000 or more shareholders are required to maintain registers electronically. All electronic records must have timestamps and audit trails, and must be accessible for at least 8 financial years.

Where should statutory registers be kept — registered office or elsewhere?

Statutory registers must ordinarily be maintained at the registered office of the company under Section 94. However, a company may keep registers at any other place within the city, town, or village where the registered office is situated, provided it passes a special resolution and files Form MGT-15 with the Registrar within 15 days. Penalties for non-compliance: up to ₹3,00,000 on the company and ₹50,000 on officers in default.

What is the Register of Significant Beneficial Owners under Section 90?

The Register of Significant Beneficial Owners (SBO) under Section 90 tracks individuals who hold significant beneficial interest in shares — at least 10% of shares, voting rights, or right to receive dividends. Companies must maintain this in Form BEN-3. When a declaration in Form BEN-1 is received, the company must file Form BEN-2 with the Registrar within 30 days. Penalties: ₹1,00,000 on company plus ₹500/day (max ₹5,00,000), and ₹50,000 on individual SBOs plus ₹1,000/day (max ₹2,00,000).

What happens if a company does not maintain Minutes Books under Section 118?

Failure to maintain Minutes Books attracts a penalty of ₹25,000 on the company and ₹5,000 on every officer in default. Tampering with minutes carries imprisonment of up to 2 years and a fine between ₹25,000 and ₹1,00,000 under Section 118(12). Minutes must be prepared and signed within 30 days of the conclusion of each meeting and serve as prima facie evidence of proceedings.

Disclaimer: This article is for general informational purposes only and does not constitute legal or professional advice. The information provided is based on the Companies Act 2013 and related rules as available at the time of writing. Penalty amounts and provisions may be subject to amendments. For advice specific to your company’s situation, please consult a qualified Practising Company Secretary or legal professional. CS Sapna Malpani provides professional consultations — contact here.