Statutory Registers and Records for Companies and LLPs: What to Keep and Why

Every company and LLP is required to keep certain registers and records at its registered office. In small companies, these are often not written up at all, or are prepared in a hurry when a bank, investor, auditor or the ROC asks for them. Missing or incomplete registers are one of the first things noticed in due diligence, and they make disputes about shareholding or directorship much harder to resolve.

This article lists the main registers and records for companies and LLPs, where they are kept, how long they are preserved, and practical points on maintaining them.

Registers to be maintained by a company

Register or record	Provision	Form
Register of members (shareholders)	Section 88	MGT-1
Register of debenture holders, and of other security holders	Section 88	MGT-2
Register of directors and key managerial personnel, and their shareholding	Section 170	As per Rule 17 of the Appointment and Qualification Rules
Register of contracts or arrangements in which directors are interested	Section 189	MBP-4
Register of loans, guarantees, security and investments	Section 186	MBP-2
Register of investments not held in the company’s own name	Section 187	MBP-3
Register of charges	Section 85	CHG-7
Register of significant beneficial owners	Section 90	BEN-3
Register of renewed and duplicate share certificates	Share Capital Rules	SH-2
Register of sweat equity shares, if issued	Share Capital Rules	SH-3
Register of employee stock options, if issued	Share Capital Rules	SH-6
Register of shares bought back, if any	Section 68	SH-10
Register of deposits, if any	Deposit Rules	As per the Rules

Other records a company must keep

• Minutes books: of board meetings, committee meetings and general meetings, under Section 118, signed and kept in the prescribed manner, along with records of resolutions passed by circulation
• Books of account: under Section 128, at the registered office, for at least eight years
• Copies of annual returns: with all annexures, for eight years
• Statutory declarations and disclosures: directors’ disclosure of interest (MBP-1), declarations of non-disqualification (DIR-8), declarations of beneficial interest (MGT-4, MGT-5) and of significant beneficial ownership (BEN-1)
• Share transfer and transmission records: instruments of transfer, board approvals and supporting documents
• Certificate of incorporation, MOA and AOA: with all amendments

Registers to be maintained by an LLP

Register or record	Provision
Register of partners	Rule 22A of the LLP Rules (Form 4A), introduced in 2023; changes to be entered within the time specified
Declarations of beneficial interest in contribution	Rule 22B (Forms 4B, 4C), with the LLP filing a return to the ROC (Form 4D)
Register of significant beneficial owners	LLP (Significant Beneficial Owners) Rules, 2023
Books of account	Section 34 of the LLP Act, at the registered office, preserved for eight years
LLP agreement and all changes	Filed with the ROC in Form 3
Statement of Account and Solvency and Annual Return	Forms 8 and 11, with copies kept

The LLP Act does not require minutes in the same way as the Companies Act, but recording partners’ decisions on major matters, such as admission of partners, changes in contribution and borrowings, is good practice and often essential evidence later.

Where registers are kept

• At the registered office of the company or LLP
• For a company, the register of members and related registers may be kept at another place in India where more than one-tenth of the members reside, if approved by special resolution and notified to the ROC
• Registers can be maintained in electronic form, with security, backup and access controls as the rules require

Inspection and preservation

• Members can inspect the registers, generally without charge, and others on payment of a fee, as the Act and the Articles provide
• The register of members, and minutes books, are generally preserved permanently
• Books of account and supporting vouchers are preserved for at least eight years
• Records relating to a company that has been struck off or wound up should be preserved by the directors or as directed, because claims can arise later

Why registers matter in practice

• Shareholding disputes: the register of members is the primary evidence of who holds shares; when it is not updated, investors may have to approach the Tribunal for rectification
• Due diligence: investors and lenders check registers against ROC filings; gaps delay or stop transactions
• Related party transactions: the register of contracts and the disclosures by directors show whether approvals were properly taken
• Loans and investments: the register under Section 186 shows whether limits were followed
• Charges: the register of charges should match the ROC’s records and the lender’s records
• Inspections and notices: the ROC can call for registers, and missing registers attract penalties on the company and its officers

Practical points

• Write up the registers at the time of each event, not at year-end
• Reconcile the register of members with the annual return every year
• Keep the minutes books signed and paginated, and do not leave blank pages
• Keep a register of directors’ disclosures, and update it at the first board meeting each financial year and whenever there is a change
• For LLPs, update the register of partners whenever a partner joins or leaves or contribution changes
• If registers have not been maintained, rebuild them from ROC filings, bank records and board papers, and note the basis of reconstruction
• Keep electronic copies with a backup, but do not destroy the signed originals

Frequently asked questions

Do small companies and OPCs need all these registers?

Most registers apply to all companies, including small companies and OPCs. Some registers apply only if the event occurs, such as buyback, sweat equity, ESOPs or deposits.

Can we keep registers only in electronic form?

Yes, registers can be kept in electronic form, subject to the requirements in the rules on security, access and authentication.

Our company never maintained registers. What should we do?

Reconstruct them from the ROC filings, share transfer documents, bank statements and board papers, with a note of the sources, and maintain them properly from now on.

Is the register of partners new for LLPs?

Yes. The requirement to maintain a register of partners in Form 4A, and the declarations of beneficial interest, were introduced by amendments to the LLP Rules in 2023.

ചുരുക്കം (Summary in Malayalam)

ഓരോ കമ്പനിയും LLP-യും registered office-ൽ നിയമപ്രകാരമുള്ള registers സൂക്ഷിക്കണം. കമ്പനിക്ക്: register of members (MGT-1), directors-ഉം KMP-യും, MBP-4, MBP-2, register of charges (CHG-7), significant beneficial owners (BEN-3), minutes books, books of account എന്നിവ. LLP-ക്ക്: 2023 മുതൽ register of partners (Form 4A), beneficial interest declarations, SBO register, books of account. Register of members-ഉം minutes-ഉം സ്ഥിരമായി സൂക്ഷിക്കണം; books of account 8 വർഷം. ഓരോ സംഭവം നടക്കുമ്പോൾ തന്നെ registers എഴുതുക; ഓഹരി തർക്കങ്ങളിലും due diligence-ലും ഇവ പ്രധാന തെളിവാണ്.

This article gives a general overview of the registers and records required under the Companies Act, 2013, the LLP Act, 2008 and the rules made under them. Forms, rules and procedures are revised from time to time; for accurate and current requirements, refer to the Acts and the rules as amended. The article is not advice on any particular case.