Statutory Registers: The Unsexy Folder That Fails Diligence
Every company must maintain statutory registers under the Companies Act — members, directors, charges, SBO and more. They're easy to neglect and a common diligence gap. Here's what to keep and why it matters.
Every company must maintain statutory registers under the Companies Act — the registers of members, directors, charges, and significant beneficial owners, among others — and keep them available for inspection. They're unglamorous, nobody sends a reminder to update them, and they're a routine gap in startup diligence. A clean set is quiet proof that your governance is real; a missing or stale set makes an auditor or acquirer wonder what else isn't maintained.
What statutory registers are
Statutory registers are the official internal records a company is legally required to keep, distinct from its MCA filings. Where a filing is a snapshot sent to the government, a register is the living record the company maintains and must produce on request. They're the documentary backbone of who owns the company, who runs it, and what claims exist against it.
The main registers to maintain
- Register of Members — who holds what shares, updated at every allotment and transfer.
- Register of Directors and KMP — directors, key managerial personnel, and their shareholdings.
- Register of Charges — any charges/security created on the company's assets (relevant once you take debt or venture loans).
- Register of Significant Beneficial Owners (SBO) — individuals who ultimately own or control the company beyond the prescribed threshold.
- Registers of related-party contracts, loans/guarantees/investments, and others depending on your activity.
These must be kept current and available for inspection, and they underpin filings like MGT-7 and PAS-3 — so they should reconcile with what you've filed.
Why they fail diligence
Two reasons registers show up as a diligence gap:
- They're never prompted. No deadline, no portal nudge — so they don't get updated as allotments and transfers happen, and they drift from reality.
- They must reconcile. When the register of members doesn't match the cap table and the PAS-3 filings, the lawyer has three sources that disagree and no way to know which is right.
A complete, reconciled set does the opposite — it confirms the ownership and governance story the rest of the data room tells.
Keep them current as events happen
The reason registers drift is that updating them depends on remembering, at every allotment, transfer, charge, or director change. Tie register maintenance to the events that should trigger it. ComplianceStack tracks the corporate events that require register updates and keeps the statutory registers as evidenced items in your diligence pack, reconciled to your filings. Get your free compliance health check.
FAQs
- What are statutory registers under the Companies Act?
- The official internal records a company must maintain — registers of members, directors/KMP, charges, significant beneficial owners, and related-party/loan registers — kept current and available for inspection.
- Why do statutory registers matter in diligence?
- They're the living record of ownership and governance, and they must reconcile with the cap table and MCA filings. Missing or stale registers create inconsistencies and signal weak governance.
- Who is responsible for maintaining them?
- The company (typically via its company secretary). They're distinct from MCA filings and aren't prompted by deadlines, so they're easy to neglect.
This article is general information, not tax, legal or accounting advice. Statutory timelines and thresholds change by notification — confirm applicability and interpretation with your CA, CS, or lawyer before acting.
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