How to Maintain Statutory Registers and Minute Books for a Private Company
Statutory registers every company must keep: members (MGT-1), directors and KMP, charges, loans and investments, related party contracts, SBOs and minutes.
Short answer
Every company must maintain statutory registers at its registered office, including the register of members in MGT-1, directors and KMP, charges in CHG-7, loans and investments in MBP-2, related party contracts in MBP-4, significant beneficial owners in BEN-3, and minute books. Registers can be kept electronically with proper controls. Update them as events happen, not at year end, and make them available for inspection.
- Members
- MGT-1 (section 88)
- Charges
- CHG-7 (section 85)
- Loans, guarantees, investments
- MBP-2 (section 186)
- Related party contracts
- MBP-4 (section 189)
- Significant beneficial owners
- BEN-3 (section 90)
- Place
- Registered office, or electronically
Which registers are mandatory?
The Companies Act and rules prescribe registers for specific events. A startup with simple operations will still need most of them, because share issues, director changes and loans happen early.
| Register | Form / section | Updated when |
|---|---|---|
| Members | MGT-1 / s.88 | Shares issued or transferred |
| Directors and KMP with shareholding | s.170 | Appointment, resignation, change in holding |
| Charges | CHG-7 / s.85 | Charge created, modified or satisfied |
| Loans, guarantees, security, investments | MBP-2 / s.186 | Each transaction |
| Contracts with related parties | MBP-4 / s.189 | Contract entered or interest disclosed |
| Significant beneficial owners | BEN-3 / s.90 | SBO declaration received |
| Renewed and duplicate certificates | SH-2 | Certificates reissued |
Event-based registers
Some registers apply only when the related event occurs, such as an ESOP grant or a buy-back. Open them when the first event happens and keep them current thereafter, even if entries are rare.
- Register of sweat equity shares (SH-3)
- Register of ESOPs (SH-6)
- Register of securities bought back (SH-10)
- Register of deposits, if deposits are accepted
- Register of debenture holders (MGT-2)
- Register of postal ballot, where applicable
Minute books
Section 118 requires minutes of every board meeting, committee meeting and general meeting, and resolutions passed by circulation or postal ballot, to be kept in minute books. Minutes are signed by the chairperson within 30 days. Pages should be serially numbered, and the books kept at the registered office or another place approved by the board. Members can inspect general meeting minutes; board minutes are not open to members.
Physical or electronic?
Registers can be maintained in electronic form under the Companies (Management and Administration) Rules, with security, access control and authentication by a director or company secretary. Electronic registers must be retrievable and printable for inspection. Whichever format you use, keep entries chronological, record dates, and avoid overwriting; corrections should be visible and authenticated.
Inspection and retention
Members and certain other persons can inspect registers such as the register of members and extract copies on payment of a prescribed fee. The register of members is kept permanently, and many others for the period prescribed in the rules. An ROC inspection, auditor's review or investor due diligence will check registers against MCA filings, so any mismatch with PAS-3, DIR-12 or CHG-1 records will be noticed.
A simple maintenance routine
Treat registers as part of the monthly close rather than an annual chore. A short routine like the one below keeps them accurate with little effort and avoids a scramble before audits or fundraising.
| When | Task |
|---|---|
| Each board meeting | Record disclosures, allotments, loans and contracts approved |
| Within days of an event | Enter allotments, transfers, charges, director changes |
| Monthly | Check registers against MCA filings made that month |
| Before annual return | Reconcile register of members with MGT-7 or MGT-7A data |
| Annually | Collect fresh MBP-1 disclosures from directors |
Common mistakes
Startups often have no registers at all, record share issues only in MCA forms, forget the related party and SBO registers, and let minutes go unsigned. Rebuilding registers from emails before a funding round is slow and costly; maintaining them monthly is cheap.
Step by step
- 1List applicable registers
Identify mandatory and event-based registers.
- 2Choose format
Decide physical bound books or electronic system.
- 3Open registers
Enter opening data from incorporation documents.
- 4Update on events
Record allotments, transfers, director changes and charges promptly.
- 5Collect declarations
Obtain MBP-1 and BEN-1 declarations and record them.
- 6Sign minutes
Get minutes signed within 30 days.
- 7Reconcile annually
Match registers with MCA filings before the annual return.
Related services
Sources
Written by the Refogo Editorial Team from the official sources above and checked on 2026-10-31. Laws, rates and due dates change, and authorities often extend deadlines, so confirm your own case with a qualified professional. This is general information, not legal or tax advice. Read our editorial policy or report an error to support@refogo.com.
Common questions
Can statutory registers be kept electronically?
Yes, subject to the security and authentication requirements of the Management and Administration Rules.
Where must registers be kept?
At the registered office, unless members approve another place in India for certain registers.
What is MGT-1?
The register of members, recording each shareholder's details, shares held and transfers.
Who can inspect the register of members?
Members, debenture holders and other persons as permitted, on payment of the prescribed fee where applicable.