Where must our statutory registers be kept, and can they sit at the CA's office?

Your company's registers are in a box at your CA's office. Or on the accountant's laptop. Or in a folder with your old auditor. Then a shareholder asks to see the register of members, and you realise nobody on your own premises can show it.

This is common in small private companies. The law is stricter than the habit. This article covers the registers under section 88 only: where they must be kept, when you can keep them elsewhere, and who may look at them.

What counts as a statutory register here

Section 88 of the Companies Act 2013 requires every company to keep three registers:

a register of members, showing separately each class of equity and preference shares held by each member, whether the member lives in India or abroad;
a register of debenture-holders; and
a register of any other security holders (s.88(1), Companies Act 2013).

Each register must carry an index of names (s.88(2), Companies Act 2013). The rules say the index is not needed where the company has fewer than fifty members (rule 6(1), Companies (Management and Administration) Rules 2014).

A company limited by shares keeps its register of members in Form MGT.1 from the date of its registration (rule 3(1), Companies (Management and Administration) Rules 2014). A separate register of debenture holders or other security holders is kept for each type of security, in Form MGT.2 (rule 4, Companies (Management and Administration) Rules 2014).

The copies of annual returns you filed under section 92 are kept in the same place as the registers (s.94(1), Companies Act 2013).

The default answer: the registered office

Section 94 says the registers under section 88, and the copies of the annual return filed under section 92, "shall be kept at the registered office of the company" (s.94(1), Companies Act 2013).

So the starting point is simple. The registers belong at the address that the Registrar of Companies has on record for your company.

A CA's office is not a place the section names. If your registered office is also the CA's office, you are fine. If it is not, a box of registers at the CA's office is not "at the registered office".

Custody is a separate point. The register of members and its index are kept in the custody of the company secretary, or any other person the Board authorises for the purpose (rule 15(1), Companies (Management and Administration) Rules 2014). The same custody rule applies to the register of debenture holders and other security holders (rule 15(2), Companies (Management and Administration) Rules 2014).

You may therefore authorise a named person, including a professional, to hold custody. That is not the same as moving the registers. The place of keeping is still governed by section 94.

What you can still do: keep them at another place

Section 94(1) allows one exception. The registers or the return copies may also be kept "at any other place in India in which more than one-tenth of the total number of members entered in the register of members reside", if a special resolution is passed at a general meeting of the company (first proviso, s.94(1), Companies Act 2013).

Rule 5(2) of the Companies (Management and Administration) Rules 2014 says the registers are maintained at the registered office unless a special resolution passed in a general meeting authorises keeping them at:

any other place within the city, town or village in which the registered office is situated; or
any other place in India in which more than one-tenth of the total members entered in the register of members reside (rule 5(2), Companies (Management and Administration) Rules 2014).

So the section names one alternative place (where more than one-tenth of the members reside) and the rule names that same place plus a second one (elsewhere in the registered office's own city, town or village). Both routes need a special resolution passed at a general meeting. Your resolution should say which limb it relies on.

Two practical points follow:

The place must be a real place, not a person. Where the CA's office lies in the same city, town or village as your registered office, a special resolution can authorise it (rule 5(2), Companies (Management and Administration) Rules 2014). Where it lies elsewhere, it qualifies only if more than one-tenth of your members reside there. A private company with five shareholders in Hyderabad cannot use a Mumbai CA office this way.
A board resolution is not enough. The approval must come from a general meeting, passed as a special resolution.

A resolution is a special resolution when the intention to propose it as one is specified in the notice calling the general meeting, the notice required under the Act has been duly given, and the votes cast in favour (in person, by proxy or by postal ballot, by members entitled to vote) are not less than three times the votes cast against (s.114(2), Companies Act 2013).

The deadline clock

There is no single "file by" date for the place of keeping. There are several clocks to watch:

Event	Time limit	Source
Enter an allotment or transfer in the registers	Within seven days after the Board or its committee approves it	rule 5(1), Companies (Management and Administration) Rules 2014
Enter a forfeiture, buy-back, reduction, sub-division, consolidation, transmission, duplicate certificate and similar events	Within seven days after Board or committee approval	rule 5(3), Companies (Management and Administration) Rules 2014
File the special resolution with the Registrar	Within thirty days of passing	s.117(1) and s.117(3)(a), Companies Act 2013
Supply a copy of a register or entries to someone who asks and pays	Within seven days of the fee being deposited	rule 14(2), Companies (Management and Administration) Rules 2014

Step by step: moving the registers to another place

Check the facts. Where is the registered office? Where do you want the registers? If it is not in the same city, town or village, count the members who live at the proposed place. You need more than one-tenth of the total number of members entered in the register of members.
Call the general meeting. The Board decides to put the item to members. The notice must specify the intention to propose it as a special resolution (s.114(2)(a), Companies Act 2013).
Hold the general meeting. Pass the special resolution: the votes cast in favour must be not less than three times the votes cast against (s.114(2)(c), Companies Act 2013). The resolution should name the registers, the exact address, and the sections relied on (s.94(1), Companies Act 2013; rule 5(2), Companies (Management and Administration) Rules 2014).
File Form MGT-14 with the Registrar within thirty days. A special resolution must be filed under section 117 within thirty days of passing, with the prescribed fee (s.117(1), s.117(3)(a), Companies Act 2013). MGT-14 is the form for filing resolutions and agreements, made under section 117(1) and rule 24 of the Companies (Management and Administration) Rules 2014 (Form MGT.14, as substituted by G.S.R. 44(E), 21 January 2023). The fee is not on the pages we checked, so check the current figure on the MCA portal before you file.

No advance filing is needed. Section 94(1) once required the Registrar to be given a copy of the proposed special resolution in advance. Those words were omitted with effect from 13 June 2018 (Companies (Amendment) Act 2018, s.25), so the section now asks only for the special resolution at a general meeting, followed by the section 117 filing within thirty days after it is passed. Where an older guide or form instruction still speaks of filing the proposed resolution before the meeting, follow the Act.

Who can inspect, and what they can see

Inspection is where a misplaced register causes real trouble.

The registers and their indices, except when closed under the Act, and copies of the returns, are open to inspection by any member, debenture-holder, other security holder or beneficial owner, during business hours, without fee. Anyone else can inspect on payment of the prescribed fee (s.94(2), Companies Act 2013).
The company decides a reasonable time every working day. It must be not less than two hours on every working day (rule 14(1) and Explanation, Companies (Management and Administration) Rules 2014).
An outsider's fee is the amount in your articles, but not more than fifty rupees for each inspection (rule 14(1), Companies (Management and Administration) Rules 2014).
Anyone may take extracts without fee. A copy of a register, entries or return may be required on payment of a fee set in the articles, not more than ten rupees a page, and supplied within seven days of the deposit (s.94(3), Companies Act 2013; rule 14(2) and rule 16, Companies (Management and Administration) Rules 2014).
Some member details are held back. The address or registered address (for a body corporate), e-mail ID, Unique Identification Number and PAN are not available for inspection, extracts or copies (rule 14(3), Companies (Management and Administration) Rules 2014, inserted by G.S.R. 279(E), 6 April 2022).

If the registers are at a CA's office that your member cannot reach during business hours, you may be refusing inspection without intending to.

What not to do

Do not leave the registers with an outside professional by default. Section 94 sets the place. A board authorisation of custody does not change that.
Do not skip the MGT-14 filing. Late filing of the special resolution attracts a penalty of ten thousand rupees on the company, plus one hundred rupees a day after the first, up to two lakh rupees (s.117(2), Companies Act 2013).
Do not refuse inspection. If an inspection, extract or copy is refused, the company and every officer in default are liable to a penalty of one thousand rupees a day, up to one lakh rupees, for each default (s.94(4), Companies Act 2013). The Central Government may also order immediate inspection (s.94(5), Companies Act 2013).
Do not run without the registers. If a company does not maintain a register of members, debenture-holders or other security holders, or fails to maintain them as section 88(1) or 88(2) requires (including the index), the penalty is three lakh rupees on the company and fifty thousand rupees on each officer in default (s.88(5), Companies Act 2013).

What to do now

Next step: Find out where each of your registers physically is today. If any sits away from the registered office, decide whether to bring it back or pass a special resolution to authorise the other place (s.94(1), Companies Act 2013; rule 5(2), Companies (Management and Administration) Rules 2014).
Deadline: File the special resolution in Form MGT-14 within thirty days of passing it (s.117(1), Companies Act 2013). Enter any allotment or transfer within seven days of Board approval (rule 5(1), Companies (Management and Administration) Rules 2014).
Consequence of delay: A penalty of ten thousand rupees for late filing, rising by one hundred rupees a day to two lakh rupees (s.117(2), Companies Act 2013). A penalty of three lakh rupees on the company if a register is not maintained or not kept as section 88(1) or 88(2) requires (s.88(5), Companies Act 2013). Up to one lakh rupees if inspection is refused (s.94(4), Companies Act 2013).

Have a CA review your facts before you act or file.

FAQs

Can our statutory registers sit at the CA's office?
Only if that place is lawful under section 94. It must be the registered office, or another place allowed by a special resolution passed at a general meeting: in the same city, town or village as the registered office (rule 5(2), Companies (Management and Administration) Rules 2014), or a place in India where more than one-tenth of the members reside (s.94(1), Companies Act 2013; rule 5(2), Companies (Management and Administration) Rules 2014). A board decision or an informal arrangement does not do it.

Does a shareholder have to pay to inspect?
No. Members, debenture-holders, other security holders and beneficial owners inspect without fee. Others pay the fee in your articles, up to fifty rupees for each inspection (s.94(2), Companies Act 2013; rule 14(1), Companies (Management and Administration) Rules 2014).

Can a shareholder see another member's PAN and e-mail?
No. Address, e-mail ID, Unique Identification Number and PAN are not made available for inspection, extracts or copies (rule 14(3), Companies (Management and Administration) Rules 2014).

Who is liable if we get this wrong?
The company and each officer in default, at the amounts shown above (s.88(5), s.94(4) and s.117(2), Companies Act 2013). For a register kept at the wrong place, the sections read do not name a separate penalty, so have a CA check the position for your facts.

---

Next steps on annual compliance

See what applies to your company, then check it with a free tool.

Run a free compliance check →Compliance Health Check