Which statutory registers does a company keep?
Every company keeps a register of members and a register of its directors and key managerial personnel. A register of charges, a register of deposits, or a register of securities bought back is kept when the company has that transaction. The registers sit at the registered office. They are not the books of account, and they are not filed with the Registrar in place of the annual return.
Which registers does every company keep?
Section 88 requires a register of members, a register of debenture-holders, and a register of other security holders. A company with share capital keeps the register of members in the prescribed form, with the name, address, and shareholding of each member, and an index of names when the number of members is fifty or more. A company that has issued no debentures has an empty obligation of that kind until it does. The register of members is preserved permanently.
Section 170 requires a register of directors and key managerial personnel, with the particulars the rules prescribe, including the securities they hold in the company, its holding company, its subsidiary, a subsidiary of its holding company, or an associate. The register is kept at the registered office. Who a director is, as distinct from the register, is on the director page.
Which registers depend on a transaction?
A company that creates a charge keeps a register of charges in Form CHG-7. The register is preserved permanently. The instrument of charge is preserved for eight years from the date the charge is satisfied. A company that accepts deposits keeps a register of those deposits for eight years from the financial year in which the entry is made. A company that accepts none does not invent the register.
A buy-back is entered in a register of securities bought back. Loans, guarantees, security, and acquisitions that section 186 covers are entered in the register that section requires. Contracts in which directors are interested are entered under section 189. A significant beneficial owner, where the company has one, is a further register under section 90. None of these is a register that exists merely because the company exists.
Where are they kept, and for how long?
The registers named above are kept at the registered office, unless the Act allows another place and the company has met that condition. The register of members is permanent. A register of debenture-holders is kept for eight years from the date of redemption of the debentures. Entries are authenticated by the company secretary or by the person the board authorises. The books of account, which are a different record and may be kept at another place in India after a seven-day notice, are on the books page.
If the company does not maintain the register of members, or the register of debenture-holders or other security holders, in the way section 88 requires, section 88(5) imposes a penalty of ₹3 lakh on the company and ₹50,000 on every officer in default. Keeping the register does not file the annual return. The return is its own form.
Frequently asked questions
Four questions cover deposits, the books of account, the annual return, and the penalty.
Does every company keep a register of deposits?
No. The register of deposits is kept by a company that accepts deposits. A company that accepts none has no entries to make in it.
Are the registers the books of account?
No. Books of account record receipts, payments, sales, purchases, assets, and liabilities. The statutory registers record members, directors, and the transactions the Act names.
Is the register of members filed every year?
No. The register is kept at the registered office and preserved permanently. The annual return is a separate filing. Keeping the register does not take the place of that return.
What is the penalty for not keeping the register of members?
Under section 88(5) the company pays ₹3 lakh and every officer in default pays ₹50,000.
Sources
The register of members is section 88 of the Companies Act, 2013. The register of directors and key managerial personnel is section 170. The register of charges is section 85.