Statutory Registers under Companies Act, 2013

Statutory Registers, as the name suggests, are the registers to be maintained by a company to record certain important data of the company. This could include data like the details of members, Directors, KMP, etc.

As per the Companies Act, 2013, there are certain Statutory Registers that are required to be maintained. Non- compliance of this requirement might lead to attracting hefty penalties to the company as well as the officers involved.

Statutory Registers to be maintained

The Companies Act, 2013 has specified a list of registers that the companies are supposed to maintain. These registers are as under:

  • Register of Members (MGT-1)
  • Register of Debenture Holders or any other security holders (MGT-2)
  • Foreign Register (MGT-3)
  • Register of Directors and KMP
  • Register of renewed or duplicate share certificates (SH-2)
  • Register of Sweat Equity Shares (SH-3)
  • Register of ESOP (SH-6)
  • Register of shares and other securities that have been bought back (SH-10)
  • Register of Charge (CHG-7)
  • Register of loan/ guarantee/ security given or acquisition of securities (MBP-2)
  • Register of investment of the company not held in its name (MBP-3)
  • Register of Contracts and Arrangements in which Directors are interested (MBP-4)
Sr. No. Form Purpose Provision Penalty for failure to maintain the register
1 MGT-1 Register of Members

As per Section 88(1)(a), every company shall maintain a register of members indicating separately for each class of equity and preference shares held by each member residing in or outside India.

The Register of Members along with the Index shall be preserved permanently and shall be kept in the custody of Company Secretary or any other person authorised by the Board.

Company shall be liable to pay a penalty of Rupees Three Lakh and every officer in default shall be liable to pay a penalty of Rupees Fifty Thousand.
2 MGT-2 Register of Debenture Holders or any other security holders

As per Section 88(1)(b), every company issuing or allotting debentures or any other security shall maintain a separate register for this purpose.

The Register of Debenture Holders shall be preserved for a period of 8 years. Such register shall be kept in the custody of the Company Secretary or any other person authorised by the Board.

Company shall be liable to pay a penalty of Rupees Three Lakhs and every officer in default shall be liable to pay a penalty of Rupees Fifty Thousand.
3 MGT-3 Foreign Register

As per Section 88(4) of the Companies Act, 2013, a company which has share capital or  issued debentures or other security may, if authorised by its articles, keep in any country outside India, a part of the register of members or debenture holders or other security holders or of beneficial owners, resident in that country.

The foreign register of members shall be preserved permanently, unless it is discontinued and all entries are transferred to foreign register/ principal register.

The foreign register of debentures or any other security shall be preserved for a period of 8 years from the date of redemption of such debentures or securities.

 
4 Register of Directors and KMP As per Section 170 of the Companies Act, 2013, every company shall keep at its registered office a register containing the particulars of its Directors and KMP.  
5 SH-2 Register of renewed or duplicate share certificates As per Rule 6 (3) (a) of the Companies (Share Capital and Debentures) Rules, 2014, the particulars of every duplicate or renewed share certificate shall be entered in a Register of Renewed or Duplicate Share Certificates.  
6 SH-3 Register of Sweat Equity Shares

As per Rule 8 of the Companies (Share Capital and Debentures) Rules, 2014, the particulars of sweat equity shares shall be maintained in the Register of Sweat Equity Shares.

Such register shall be maintained at the registered office of the company or any other place decided by the Board in the custody of the Company Secretary or any other person authorised by the Board.

 
7 SH-6 Register of ESOPs

As per Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, the particulars of options shall be maintained in the Register of Employee Stock Options.

Such register shall be maintained at the registered office of the company or any other place decided by the Board in the custody of the Company Secretary or any other person authorised by the Board.

 
8 SH-10 Register of shares and other securities that have been bought back

As per Rule 17 of the Companies (Share Capital and Debentures) Rules, 2014, a company shall maintain a register of shares or other securities that have been bought back in SH-10.

Such register shall be maintained at the registered office of the company or any other place decided by the Board in the custody of the Company Secretary or any other person authorised by the Board.

 
9 CHG-7 Register of Charge

As per Section 85(1) of the Companies Act, 2013, every company shall maintain a register of charge which shall include all charges, and floating charges indicating in each case such particulars.

Such register shall be maintained at the registered office of the company.

 
10 MBP-2 Register of Loan/ Guarantee/ Security given or acquisition of securities

As per Rule 12 of the Companies (Meeting of Board and its Powers) Rules, 2014. every company giving loan or guarantee or providing security or making an acquisition of securities shall, from the date of its incorporation, maintain a register for this purpose.

 
11 MBP-3 Register of Investments of Company not held in its name As per Rule 14 of the Companies (Meeting of Board and its Powers) Rules, 2014, every company from its incorporation shall maintain a register to record the particulars of investments in shares or other securities beneficially held by the company but not in its name.  
12 MBP-4 Register of Contracts and Arrangements in which Directors are interested As per Rule 16 of the Companies (Meeting of Board and its Powers) Rules, 2014, every company shall maintain a register to record the particulars of. Contracts and Arrangements in which Directors are interested