Statutory Registers
& Minutes Book —
Companies Act 2025
Every company under the Companies Act, 2013 must maintain 8 statutory registers + 2 Minutes Books at its registered office. Failure to maintain invites ₹50,000–₹10,00,000 penalty per register plus officer imprisonment in certain cases. TAXAJ's CA + CS team sets up, updates, and preserves all registers — physical and digital — with complete audit-ready documentation.
2025-26 Updates — CCFS 2026 (90% Fee Waiver), Small Company Threshold Revised, BEN-3 Mandatory, 3L+ Directors Disqualified
CCFS 2026 (April 15 – July 15, 2026): Companies with pending MCA filings can avail a 90% waiver on accumulated additional/late fees under the Companies Compliance Facilitation Scheme 2026. This is the ideal opportunity to regularise overdue registers and filings — TAXAJ is managing CCFS applications for multiple clients. Small Company Revised (Dec 2025): Small company threshold updated to paid-up capital ≤₹10 crore AND turnover ≤₹100 crore — these companies have relaxed register and compliance obligations. BEN-3 Register: Register of Significant Beneficial Owners (SBO) under Section 90 is now actively enforced — companies must maintain BEN-3 and file BEN-2 with ROC for shareholders with 10%+ beneficial interest. Director Disqualification: Over 3 lakh directors disqualified under §164(2)(a) as of 2025 — non-maintenance of registers feeds directly into annual return filing gaps that trigger disqualification.
Statutory Registers & Minutes Book — Why Every Company in India Must Maintain Them
Under the Companies Act, 2013, every company incorporated in India — whether Private Limited, Public Limited, One Person Company, Section 8 (NGO), or Limited Liability Partnership — must maintain a set of mandatory statutory registers and books at its registered office (or a permitted alternate location). These registers record the company's most critical internal information: its members (shareholders), directors, charges on assets, contracts with interested parties, investments, share transfers, and beneficial ownership. Collectively, they form the definitive legal record of a company's internal governance.
The statutory registers are not optional documents — they are legal obligations under specific Sections and Rules of the Companies Act. The Registrar of Companies (ROC), statutory auditors, lenders conducting due diligence, courts, and shareholders all have rights to inspect specific registers. During mergers, acquisitions, funding rounds, or bank loan applications, missing or poorly maintained statutory registers are one of the most commonly flagged issues — creating delays, restatements, and legal complications. TAXAJ's CA + CS team maintains registers in both physical and digital formats, ensuring they are always inspection-ready.
Who Is Required to Maintain Statutory Registers?
- Private Limited Companies: All 8 statutory registers + 2 Minutes Books — mandatory from the date of incorporation
- Public Limited Companies: All registers + additional registers (Debenture Holders, ESOP if applicable, Deposit Register if deposits accepted)
- One Person Companies (OPC): Simplified compliance — 2 board meetings per year, but all statutory registers are still mandatory
- Small Companies (paid-up capital ≤₹10 Cr AND turnover ≤₹100 Cr as per Dec 2025 notification): Same registers mandatory, but simplified Annual Return (MGT-7A, no CS certification needed)
- Section 8 Companies (NGOs): All statutory registers mandatory — Members Register critical for governance
- Foreign Subsidiaries / WOS: Same as Private Limited — all registers mandatory from Day 1 of incorporation
All Statutory Registers Under Companies Act 2013 — Section, Format, & What to Record
Click each register to expand its details — Section, prescribed form, what to record, authentication requirements, inspection rights, and penalty for default.
What to Record
- Names, addresses, and occupation of each member (shareholder)
- Folio number of each member
- Number, class, and nominal value of shares held
- Date of allotment or transfer of shares to each member
- Amount paid / called up / unpaid on each share
- Date when a person ceased to be a member + reason
Key Compliance Details
- Form: Form MGT-1 (prescribed format)
- Place: Registered Office — or where 1/10th of members reside by SR
- Update within: 7 days of allotment or transfer of shares
- Authentication: CS or authorised director at each Board Meeting
- Inspection: Members — free; Others — fee (max ₹50/inspection)
- Preservation: Permanently
- Penalty: Company ₹50,000 + ₹1,000/day continuing; Officers same
What to Record
- Name, DIN, PAN, designation of each director and KMP
- Addresses (residential and correspondence)
- Date of appointment, re-appointment, and cessation
- Securities held in the company itself — number, value, date of acquisition/disposal
- Securities held in holding company, subsidiaries, associate companies
- Mode of holding (physical / demat) and mode of acquisition
Key Compliance Details
- Form: No specific MCA form — maintain as per Rule 17 format
- Place: Registered Office
- Update: Within 30 days of appointment/cessation or any change in shareholding
- Authentication: CS or authorised director
- Inspection: Members during business hours — free
- Preservation: Permanently
- Penalty: Section is silent — but linked to §170 compliance
What to Record
- Particulars of every other company, firm, body corporate, or association in which a director has an interest
- Nature and extent of interest in each entity
- Director's shareholding in each of those entities
- Date of disclosure and the Board Meeting where it was noted
- Changes in interest — disclosed at first Board Meeting of each financial year
Key Compliance Details
- Form: Form MBP-1 (Director's Notice of Interest)
- Trigger: At first appointment + at first Board Meeting of each FY + on any change in interest
- Why Critical: A director who fails to disclose cannot participate in the related transaction — void ab initio
- Preservation: Permanently
- Penalty: Officer ₹50,000 to ₹1,00,000 + possible imprisonment up to 1 year
What to Record
- Every contract or arrangement where a director has an interest (disclosed under MBP-1)
- Name and address of the contracting party
- Nature and duration of the contract
- Value/amount involved
- Date of Board Resolution or Shareholders' approval (if applicable)
- Any other information the Board considers relevant
Key Compliance Details
- Form: Form MBP-4
- Exemption: Transactions for sale/purchase/supply of goods or services <₹5 lakhs need not be entered
- Who Can Inspect: Directors only (not members or public)
- Authentication: CS or authorised director at each Board Meeting
- Preservation: Permanently
- Penalty: Every director in default — ₹25,000
What to Record — Share Transfers
- Date lodgement of transfer instrument
- Transferor's name, address, folio, and shares being transferred
- Transferee's name, address, and new folio
- Transfer consideration and date of Board approval
- Date of registration of transfer in MGT-1
What to Record — ESOP Register
- Employee name, designation, date of grant of ESOP
- Number of options granted and exercise price
- Vesting schedule and dates of vesting
- Date of exercise + shares allotted on exercise
- Number of options lapsed / forfeited
- Note: Same Form SH-6 used for both transfers and ESOPs
What to Record
- SRN (Challan Number) and date of filing with ROC
- Charge ID number (from MCA portal)
- Name and address of the charge holder (lender/bank)
- Description and value of the assets charged
- Amount of the charge
- Date and nature of any modification to the charge
- Date and details of satisfaction/discharge of charge
Key Compliance Details
- Form: Form CHG-7 (Register of Charges)
- ROC Filing: Form CHG-1 must be filed with ROC within 30 days of charge creation (or extended period with fees)
- Consequence of non-registration: Charge becomes void against liquidator and creditors
- Authentication: CS or authorised director at each Board Meeting
- Preservation: Permanently; Instrument creating charge — 8 years from satisfaction
- Penalty: Company ₹1,00,000 to ₹10,00,000; Officers imprisonment up to 6 months or fine ₹25,000 to ₹1,00,000
What to Record
- Loans given — name of borrower, date, amount, purpose, rate of interest, maturity date
- Guarantees given — beneficiary, nature, amount, date of Board/Shareholder resolution
- Security provided — details of security, beneficiary
- Investments in securities — name of investee, date, amount, number/type of securities
- Percentage of such transaction as to paid-up capital, free reserves, and securities premium
Key Compliance Details
- Form: Form MBP-3
- Custody: CS or authorised person by Board
- Shareholder approval: Required if investments exceed 60% of paid-up capital + reserves or 100% of free reserves (whichever is higher)
- Authentication: CS or authorised director
- Preservation: Permanently
- Penalty: Company ₹25,000 to ₹5,00,000; Officers ₹25,000 to ₹1,00,000
What to Record
- Name and address of each Significant Beneficial Owner (SBO)
- SBO = any individual who holds ≥10% shares/voting rights OR right to receive ≥10% of dividends
- Nature of indirect/beneficial ownership (through holding companies, trusts, nominees)
- Date of BEN-1 declaration received from SBO
- Date of BEN-2 filing with ROC
- Changes in SBO status
Key Compliance Details
- Form: Form BEN-3 (company register); BEN-2 filed with ROC within 30 days
- Trigger: On receipt of BEN-1 declaration from the beneficial owner
- Consequence of non-compliance by SBO: Voting rights and dividend rights on the shares can be frozen by MCA order
- Active MCA enforcement: MCA has issued BEN notices to thousands of companies in 2024-25
- Penalty: Company and every officer — ₹1,00,000 to ₹10,00,000; continuing ₹1,000/day
Minutes Book Under Section 118 — Board Meetings, AGM, EGM, and Committee Meetings
The Minutes Book is the official written record of every company meeting — Board Meetings, Annual General Meetings (AGM), Extraordinary General Meetings (EGM), and Committee Meetings. Minutes are legally binding evidence of all decisions taken by the company.
Board Meeting Minutes
Every Board Meeting (minimum 4 per year, with not more than 120 days between consecutive meetings) must have minutes prepared and signed by the Chairperson within 30 days of the meeting. Minutes must capture: date/time/place, attendees (with leave of absence noted), agenda items discussed, resolutions passed (including text of all resolutions), and matters deferred. Once signed by the Chairman, the minutes are conclusive evidence of the proceedings — they cannot be altered without a subsequent Board resolution. A separate, bound Minutes Book (physical or electronic) must be maintained only for Board Meetings.
§118 · 30 days · 4/year minimumAGM / EGM Minutes
Every Annual General Meeting (AGM) — mandatory within 6 months of financial year end (by September 30 for April-March FY companies) — and every Extraordinary General Meeting (EGM) must have separate minutes maintained in a dedicated General Meeting Minutes Book. Distinct from the Board Minutes Book. AGM minutes record: ordinary resolutions passed (simple majority), special resolutions (75% majority) for matters like change of company name, alteration of MOA, reduction of capital, etc. Special Resolutions must also be filed as Form MGT-14 with the ROC within 30 days. TAXAJ prepares AGM/EGM minutes and files MGT-14 as part of the annual compliance service.
§118 · AGM by Sep 30 · MGT-14 for SRCommittee Meeting Minutes
For companies required to constitute Audit Committee, Nomination and Remuneration Committee (NRC), Stakeholders' Relationship Committee, or other statutory committees — each committee must maintain its own Minutes Book separate from the Board Minutes Book. Committee meetings are typically quarterly. Committee minutes must be prepared within 30 days and signed by the Committee Chairperson. Key distinction: Members of the company are NOT entitled to inspect Board Meeting minutes — only General Meeting minutes are open to members under Section 119. However, Directors can inspect Board Meeting minutes at any time.
Audit/NRC/SRC Committees · Separate bookPenalties for Not Maintaining Statutory Registers — Companies Act 2013
Non-maintenance penalties are significant — and MCA is actively enforcing compliance in 2025. Recent enforcement has resulted in 3 lakh+ director disqualifications.
| Register / Obligation | Section | Company Penalty | Officer Penalty |
|---|---|---|---|
| Statutory Registers | |||
| Register of Members (MGT-1) | §88 | ₹50,000 min; ₹3 lakh max + ₹1,000/day continuing | Same as company |
| Register of Charges (CHG-7) | §86 | ₹1,00,000 min — ₹10,00,000 max | Imprisonment up to 6 months OR ₹25,000–₹1,00,000 |
| Directors' Disclosure (MBP-1) | §184 | — | ₹50,000–₹1,00,000 + imprisonment up to 1 year |
| Register of Contracts (MBP-4) | §189 | — | ₹25,000 per director in default |
| Register of Investments (MBP-3) | §186 | ₹25,000–₹5,00,000 | ₹25,000–₹1,00,000 |
| SBO Register (BEN-3) + BEN-2 Filing | §90 | ₹1,00,000–₹10,00,000 + ₹1,000/day | Imprisonment + fine |
| Minutes Book | |||
| Board Meeting Minutes (§118) | §118 | ₹25,000 per meeting | ₹5,000 per meeting |
| Not keeping Minutes Book | §118 | ₹25,000 | ₹5,000 |
| AGM Minutes — failure to circulate (§119) | §119 | ₹25,000 | ₹5,000 |
| Cascading Annual Return Consequences | |||
| Failure to file MGT-7 (Annual Return) — 3 consecutive years | §164(2)(a) | — | Director disqualified for 5 years — ALL companies |
| Late filing MGT-7 or AOC-4 | §403 | ₹100/day per form — NO upper cap | ₹100/day per form |
Inspection Rights — Who Can Access Which Statutory Register?
Different registers carry different inspection rights. Understanding these protects companies from improper disclosure while ensuring legal access to entitled parties.
📋 Register of Members (MGT-1)
Members: free during business hours. Others (any person): on payment of fee ≤₹10/inspection (Pvt Ltd), ≤₹50/inspection (Public). ROC: at any time under §206.
Open — Members + Others⚡ Register of Charges (CHG-7)
Members and creditors: free during business hours. Any other person: on payment of fee. Banks check this before loan sanction. Public registry via ROC portal also shows charges.
Open — Members + Creditors + Others👔 Register of Directors (§170)
Members during business hours — free. Anyone may obtain copies on payment. Director details are also partially reflected in public MCA database through DIN records.
Open — Members free🤝 Register of Contracts (MBP-4)
Directors only — not open to members or the general public. The Board can inspect at any time during or between meetings to review related-party transaction records.
Directors Only💰 Register of Investments (MBP-3)
No specific inspection right for members under Companies Act — the Board and CS have custody. However, statutory auditors inspect this during the annual audit process.
Board + Auditors📋 Board Meeting Minutes
Members are NOT entitled to inspect Board Meeting minutes (§118). Only directors can inspect Board Minutes. General Meeting minutes (AGM/EGM) are open to members under §119 — must be provided within 7 days of request.
Board Minutes: Directors OnlyStatutory Registers & Minutes Book — Frequently Asked Questions
Statutory Registers & Minutes Book — TAXAJ Service Packages
TAXAJ's CA + CS team sets up, maintains, authenticates, and preserves all statutory registers in physical and/or digital format — ensuring inspection-readiness at all times.
- ✓All 8 statutory registers created
- ✓First Board Meeting minutes drafted
- ✓MBP-1 disclosure forms issued
- ✓Digital format + printable version
- ✓Compliance checklist provided
- ✓All registers updated year-round
- ✓4 Board Meeting minutes per year
- ✓AGM minutes + notice preparation
- ✓DIR-3 KYC reminder + filing
- ✓Annual MCA compliance support
- ✓All Annual Maintenance services
- ✓Unlimited board meeting minutes
- ✓All MCA event filings (DIR-12, MGT-14)
- ✓BEN-3 SBO register + BEN-2 ROC filing
- ✓Dedicated Company Secretary POC