7 Statutory Registers Every Private Limited Company Must Maintain

Your company was incorporated in a day. Its registers will be examined for decades. An investor's lawyer, a bank's credit team, your own auditor — each of them will ask for the same bound books sooner or later, and a gap in 2024 is very hard to explain in 2027. I have sat across that table. The companies that sail through are never the biggest ones. They are the ones whose registers were written up on time, every time.

The short answer: a private limited company must keep seven core statutory registers — members (MGT-1), directors and KMP, charges (CHG-7), loans and investments (MBP-2), contracts directors are interested in (MBP-4), debenture and other security holders (MGT-2), and employee stock options (SH-6), the last two where they apply to you. Keep them at your registered office, update them when the event happens, and get every entry authenticated.

Where do they live? At your registered office, in the custody of your company secretary or a person your board authorises. Members can inspect them free of charge during business hours, and the registers of directors and contracts are produced at the annual general meeting. Other registers — minute books, the register of significant beneficial owners, a foreign register if you ever open one — sit alongside these seven, but the seven below are the set that comes up in every audit, every loan and every diligence I have seen. Start here. Get these right first.

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

This is the master list of who owns your company. Section 88(1)(a) of the Companies Act, 2013 requires it in Form MGT-1, kept separately for each class of shares. It records every member's name, address, shares held, and the dates they became or stopped being a member. Entries must be made within seven days of the board approving an allotment, transfer or buy-back. If this register and your annual return ever disagree, the register is what people believe. Treat it that way. One stale transfer entry can stall a funding round for weeks.

2. Register of Directors and KMP and Their Shareholding (Section 170)

Section 170 requires a register of your directors and key managerial personnel at the registered office. It carries their personal particulars — DIN, address, date of appointment — and the securities each of them holds in your company, its holding company, subsidiaries and associates. Update it the day a director joins, resigns or buys a single share. Members may inspect it at the annual general meeting. In practice, this is the register a buyer checks first to see whether the people running the company actually have skin in the game.

3. Register of Charges — Form CHG-7 (Section 85)

Borrowed against your assets? It belongs here. Section 85 requires a register of charges in Form CHG-7, kept at the registered office along with the instruments that created each charge. Every charge on property, plant, stock or any other asset goes in — creation, modification and satisfaction. Your lender checks this register. So does the next lender. If a satisfied charge still shows as live, your next loan gets delayed while everyone argues about paper that should have been closed years ago. Keep the satisfaction entry as prompt as the creation entry.

4. Register of Loans, Guarantees and Investments — Form MBP-2 (Section 186)

Section 186(9) requires a register in Form MBP-2 of every loan your company gives, every guarantee or security it provides, and every acquisition of securities it makes. Entries go in chronologically, with the amount, the counterparty and the purpose. Founders trip here in a very ordinary way: a friendly loan to a sister concern, sorted on a phone call, never written up. Two years later nobody can reconstruct why the money moved. Write the entry when the board approves the transaction, not when the auditor asks.

5. Register of Contracts Directors Are Interested In — Form MBP-4 (Section 189)

Section 189 requires a register in Form MBP-4 of contracts and arrangements in which your directors are interested. Your director's own firm supplies your company? That contract goes in. A lease from a director's relative, a consultancy with a director's other company — in it goes, with the interested director's name and the terms. The register is placed before the board and signed there. This one protects honest directors as much as it exposes careless ones, because a clean MBP-4 is proof the arrangement was disclosed, not hidden.

6. Register of Debenture and Other Security Holders — Form MGT-2 (Section 88)

If your company has issued debentures or any securities other than shares, Section 88 requires a separate register for those holders in Form MGT-2 — issue by issue, holder by holder. Many young private companies have never issued a debenture, and for them this register simply does not arise yet. The day you raise debt through debentures, including compulsorily convertible ones on some structures, it does. Do not fold these holders into MGT-1 to save effort. The Act keeps the two registers apart for a reason: the rights are different.

7. Register of Employee Stock Options — Form SH-6 (Rule 12)

Granted ESOPs? Then Rule 12(10) of the Companies (Share Capital and Debentures) Rules, 2014 requires a Register of Employee Stock Options in Form SH-6, kept at the registered office. It tracks every grant — employee, date, number of options, exercise price — and then vesting, exercise and lapse, option by option. Entries must be authenticated by your company secretary or a person the board authorises. Your ESOP pool is a promise to your team. This register is the proof you kept count of it. Rebuilding it from offer letters during diligence is painful. Avoidable too.

Think of these registers as your company's memory. Minutes record what was decided; the registers record what is true today — who owns, who runs, what is pledged, what is owed. Memory kept in loose sheets fades. That is why the Act wants bound, authenticated, inspectable books. A simple monthly habit works: whenever the board meets, update the registers in the same sitting, while the resolutions are still warm. Our annual compliance calendar shows where register checks sit in the year, and our annual compliance cost guide shows what keeping all of this current actually costs.

If your registers have gaps — a transfer never entered, a charge never closed, an ESOP grant with no SH-6 behind it — get them rebuilt before a lender or investor finds the holes for you. Our ROC annual filing service includes a statutory registers check with every engagement, so the books an outsider inspects tell the same story as the company you run. Tell us where your records stand today, and we will tell you honestly what needs repair first.