Statutory Registers, Records & Minutes Maintenance for Pvt Ltd (2026 Guide)
Statutory registers, records, minutes for Pvt Ltd — what to maintain, where, for how long. Penalty for non-maintenance. From ₹4,999/year.
Every Pvt Ltd must maintain statutory registers, records, and minutes. These documents are critical for ROC inspections, audits, fundraises, and legal disputes. In this guide, we cover what to maintain, where, and for how long.
Statutory Registers Required
- Register of Members (MGT-1) — list of all shareholders, their shareholding, transfers
- Register of Debenture Holders — if any debentures are issued
- Register of Other Securities — if any other securities are issued
- Register of Directors + KMP (MBP-1) — directors, KMP, changes
- Register of Directors' Shareholding (MBP-2) — directors' shareholding
- Register of Charges (CHG-7) — all charges on company assets
- Register of Investments — investments in securities, properties
- Register of Loans Given — loans to directors, KMP, related parties
- Register of Contracts (Section 189) — contracts with related parties
- Register of Disclosures (MBP-3) — disclosures by directors of interest
- Register of Renewed / Duplicate Certificates — if any share certificates are renewed
- Foreign Register of Members — if any shareholders are foreign (optional)
Minutes Required
- Minutes of Board Meetings (at least 4 per year)
- Minutes of General Meetings (AGM + EGM)
- Minutes of Committee Meetings (Audit Committee, NRC, CSR)
- Minutes of Postal Ballot
- Minutes of Resolutions passed by circulation
Other Records Required
- Books of Accounts (P&L, Balance Sheet, Cash Flow, Ledgers, Journals)
- Vouchers (bills, receipts, invoices)
- Bank statements + reconciliations
- Tax returns (ITR, TDS, GST)
- ROC returns (AOC-4, MGT-7, MGT-14, etc.)
- Statutory certificates (COI, PAN, TAN, GST, FSSAI, etc.)
- Insurance policies
- Employee records (appointment letters, salary slips, PF / ESI)
- Contracts (vendors, customers, employment)
- IP records (trademarks, patents, copyrights)
Where to Maintain?
- At the registered office of the company
- Or at any other place in India, if approved by the board
- Or in electronic mode (with proper backup + access control)
- MGT-1 can be maintained at the registered office of the depositary (NSDL / CDSL) for dematerialised shares
How Long to Maintain?
- Books of accounts: 8 years from the end of the relevant FY
- Statutory registers: 8 years (or until the company is struck off)
- Minutes: 8 years (or until the company is struck off)
- Vouchers: 8 years (for tax audit + statutory audit)
- Tax returns: minimum 6 years from the end of the AY (IT Act), but recommended 8 years
- ROC returns: lifetime of the company
Penalty for Non-Maintenance
| Violation | Penalty |
|---|---|
| Not maintaining register of members | ₹50,000 + ₹1,000/day |
| Not maintaining minutes book | ₹25,000 + ₹1,000/day |
| Not maintaining register of charges | ₹5,000-₹50,000 per officer |
| Not maintaining books of accounts | ₹50,000 + ₹1,000/day |
| Inspection / audit refused | ₹25,000 + ₹1,000/day |
Maintenance Best Practices
- Use an electronic platform (Coupa, Diligent, or simple Google Drive with proper access)
- Maintain a single source of truth — avoid multiple versions
- Have a clear retention policy (how long to keep what)
- Back up regularly (cloud backup)
- Restrict access (only authorised persons)
- Review annually with your CA / CS
- Update registers immediately after any change (director, share transfer, etc.)
Frequently Asked Questions
Q: Can I maintain all records electronically?
A: Yes, electronic maintenance is allowed. Ensure proper backup + access control + signed (DSC) where required.
Q: Do I need to maintain physical minutes books?
A: No, electronic minutes are allowed. But you should have a process for signing (DSC) and back-up.
Q: Who can inspect the statutory registers?
A: Members of the company can inspect the register of members + minutes. Any director can inspect all registers. ROC can inspect during inspection. Auditors can inspect books of accounts.