Statutory registers are evidence of the company’s legal history. They should not be recreated from memory when an investor or dispute arrives.
Quick View
Company secretary
Event-driven with quarterly review
Create a register inventory.
Register of members and index.
Why It Matters
The Companies Act requires prescribed registers and records to be maintained for areas such as members, directors, charges and other corporate matters. Applicability and format depend on the company and transaction.
Registers should be updated from approved source documents: allotment, transfer, transmission, director appointment, charge filing, beneficial-interest declaration and member communication.
A spreadsheet cap table is useful for modelling, but it does not replace statutory records. Differences should be investigated through the underlying legal documents, not corrected by choosing the preferred spreadsheet.
Control Framework
| Control | What it covers | Operating rule |
|---|---|---|
| Member records | Legal holders, class, certificates and movements are tracked. | Link every change to authority. |
| Director records | Appointment, interest and KYC details remain current. | Update after every change. |
| Charge records | Security creation and satisfaction are recorded. | Match MCA and lender documents. |
| Beneficial ownership | Declarations and significant ownership are monitored. | Escalate complex structures. |
Action Checklist
- Create a register inventory.
- Assign a source document for every entry.
- Reconcile registers to MCA data quarterly.
- Reconcile members to the cap table.
- Track beneficial-interest declarations.
- Restrict edits and preserve version history.
Practical Example
Evidence to Keep
- Register of members and index.
- Director and interest registers.
- Register of charges.
- Securities allotment and transfer records.
- Beneficial-ownership declarations.
- Quarterly reconciliation sign-off.
Warning Signs
- Updating from email rather than approved documents.
- Deleting historical entries.
- Ignoring certificate numbering.
- Using one group cap table for every legal entity.
- Failing to record satisfaction of old charges.
Management Decision
Treat registers as controlled legal records. Limit editing rights and require reviewer sign-off for every event.
Include statutory-register reconciliation in annual filing and fundraise readiness so public filings, certificates and internal models remain consistent.
Record the decision, owner, due date and evidence expected. A verbal explanation should become an approved working, board note, contract amendment, statutory filing or reconciliation before the item is treated as closed.
Rules, forms, thresholds and procedures can change. Use the latest official source and the actual company facts rather than copying a prior-year control or another entity’s legal position.
Exception Review
Classify every exception as a timing difference, data error, missing document, legal non-compliance, control-design gap or control-operating failure. This prevents management from treating fundamentally different problems as one ageing list.
The exception file should show amount or exposure, root cause, immediate correction, preventive action, owner and board-escalation threshold. Repeated low-value issues can become material when they reveal weak systems or management override.
Close the item only after the evidence agrees across source documents, books, portal data and management reporting. A screenshot or email promise is not equivalent to a completed filing, lender waiver, signed contract or reconciled ledger.
Board Escalation
The control should operate across the full transaction population, not only the samples management expects a reviewer to inspect. For this topic, the key stages are member records, director records, charge records, beneficial ownership. Each stage should identify the source system, preparer, reviewer, deadline and evidence retained.
A useful management review asks whether the legal document, accounting entry, bank movement, tax treatment and public filing describe the same event. Differences may be valid, but they should be reconciled through a dated working rather than explained from memory during audit or diligence.
Materiality should determine escalation, not whether the company keeps a record. Repeated small exceptions can show weak master data, unclear authority, system bypass or management override. Root cause and preventive action should therefore be documented separately from the immediate correction.
Corporate action should follow the correct sequence: authority, offer or decision, execution, money or asset movement, filing, statutory-register update and public-record verification. Reversing the sequence can create a transaction that is commercially agreed but legally incomplete.
Before any fundraising, restructuring or lender diligence, compare the articles, shareholders’ agreement, board records, statutory registers and MCA data. A mismatch in ownership, director authority or charge status should be escalated before closing documents are signed.
Common Questions
Can registers be maintained electronically?
Yes, subject to applicable requirements for form, security, access and preservation.
Does MCA data replace company registers?
No. Public filings and company-maintained registers serve related but distinct functions.
Who should inspect the registers?
Authorised management, auditors and eligible stakeholders according to law and company process.
What if an old entry is wrong?
Use a transparent correction supported by documents; do not erase the original history.
Official Sources
Use the latest official law, rule, portal instruction and executed company document before filing, issuing, remitting, recognising or taking a board position.