Checklist of statutory registers required to be maintained at the registered office of private companies, including Register of Members, Loans & Investments, and Related Party Contracts.
Every private limited company incorporated under the Companies Act, 2013 is required to maintain a set of statutory registers at its registered office — not as a filing submitted to the ROC, but as a live internal record open to inspection by members, directors, and, where applicable, regulators. In practice, this is one of the most neglected areas of company compliance, because none of these registers are annually "filed" the way AOC-4 or MGT-7 are — there is no automatic reminder, and the gap only surfaces during a due diligence exercise, an inspection, or a dispute.
1. The Core Statutory Registers
| Register | Governing Section | Prescribed Form | What It Records |
|---|---|---|---|
| Register of Members | Section 88(1)(a) | Form MGT-1 | Every shareholder's name, address, shares held, and date of becoming/ceasing to be a member |
| Register of Debenture Holders / Other Security Holders | Section 88(1)(b)/(c) | Form MGT-2 | Debenture and other security holders, where the company has issued such instruments |
| Register of Loans, Guarantees, Security & Acquisition of Securities | Section 186 | Form MBP-2 | Every inter-corporate loan, guarantee, security provided, and investment made by the company |
| Register of Investments Not Held in the Company's Own Name | Section 187 | Form MBP-3 | Investments held through a nominee, with reasons recorded |
| Register of Contracts/Arrangements in Which Directors Are Interested | Section 189 | Form MBP-4 | Every contract or arrangement with a related party in which a director has a direct or indirect interest |
| Register of Directors and Key Managerial Personnel | Section 170 | Prescribed format under the Companies (Appointment and Qualification of Directors) Rules, 2014 | Particulars of every director and KMP, including their shareholding |
| Disclosure of Directors' Interest | Section 184(1) | Form MBP-1 | Each director's annual disclosure of concern/interest in other entities, filed at the first board meeting of the financial year |
2. Register of Members (Form MGT-1) — Practical Points
- Must record every allotment, transfer, and transmission of shares chronologically, including folio numbers and distinctive share numbers where applicable.
- For a company using an electronic form of maintenance, the register must still be kept updated in real time as transactions occur — not reconstructed retrospectively when a member or the ROC asks to inspect it.
- This register is the primary evidence of shareholding in any dispute over ownership, and its absence or inconsistency with actual share transfer documentation (Form SH-4) is a serious governance red flag during due diligence for fundraising, M&A, or bank credit assessment.
3. Register of Loans, Guarantees & Investments (Form MBP-2) — Section 186 Link
Every loan given, guarantee provided, security given, or investment made by the company to/on behalf of another body corporate or person must be entered in this register at the time the transaction is made, and the register maintained at the registered office. This directly connects to the substantive Section 186 restrictions (limits on inter-corporate loans/investments relative to paid-up capital, free reserves, and securities premium, and the board/shareholder approval thresholds that apply above those limits) — the register is the audit trail proving the company tracked and approved each transaction within those limits.
4. Register of Contracts with Director Interest (Form MBP-4) — Section 189 Link
Any contract or arrangement referred to in Section 184(2) (contracts with a company/firm/entity in which a director is interested, directly or through a relative) must be entered in this register within the timeline prescribed by the rules, and the register produced at every board meeting for reference. This register works together with the director's own Form MBP-1 disclosure — MBP-1 tells the company where a director has an interest; the Section 189 register (MBP-4) then tracks the specific transactions the company actually enters into that fall within those disclosed interests.
5. Consequences of Non-Maintenance
- Under Section 88, failure to maintain the Register of Members as prescribed can attract penalty on the company and every officer in default, under the Companies Act's penalty framework for register-related defaults.
- A missing or inconsistent register is a standard checklist item in due diligence for equity fundraising, bank term-loan sanctions, and M&A transactions — its absence routinely becomes a condition precedent that must be cured (retrospective reconstruction, which is far harder and less credible than contemporaneous maintenance) before a transaction can close.
- During an MCA inspection or inquiry under Section 206/207, the absence of properly maintained statutory registers is treated as a governance lapse independent of, and in addition to, whatever the inspection was originally triggered by.
6. Practical Compliance Checklist
- Register of Members (MGT-1) reconciled against the latest shareholding pattern and share transfer records
- Register of Loans/Investments (MBP-2) updated for every transaction under Section 186, cross-checked against board resolution approvals
- Register of Director Interest Contracts (MBP-4) updated whenever a related-party contract is entered into
- Form MBP-1 disclosures collected fresh from every director at the first board meeting of each financial year
- Register of Directors and KMP (Section 170) current with the latest DIN, address, and shareholding details for every serving director
- All registers physically or electronically maintained at the registered office and available for inspection as required by the Act
Related Advisory Services & Practice Guides
- Access expert statutory assistance for ROC annual compliance filing with our senior Chartered Accountants.
- Access expert statutory assistance for Corporate compliance & legal advisory with our senior Chartered Accountants.
Need Direct CA Consultation in Raipur?
Connect with our partner-led practice at GF-28, Shyam Plaza, Pandri, Raipurfor GST advisory, Income Tax audit (Sec 44AB), Bank DPR & CMA Data, Company Registration, and Chhattisgarh Industrial Subsidies.
Authored by CA Rabi Agrawal & Practice Team
Rabi Agrawal & Associates, Chartered Accountants — Head Office Raipur (CG), Branch Office Jayapatna (Odisha).