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Statutory registers are registers that contain different records of the company. The Companies Act requires these records to be maintained and kept at the registered office of the company. Companies keep statutory registers as a part of good corporate governance. Furthermore, companies must maintain these registers to avoid any penalties related to failure to maintain these registers.
It is the duty of a Company Secretary to maintain the statutory registers of a company. These registers can be maintained on paper or in an electronic format. These statutory registers of a company are available for the general public to access, sometimes for a fee. However, some registers may not be publicly accessible.
A list of the statutory registers that a company must maintain is as follows.
Register of Applications & Allotment of Shares
The register of applications & allotment of shares contains a list of all the equity holders of the company to whom shares have been allotted. For startups or smaller companies, this register may only consist of one or two names. However, the register must be maintained regardless of the name of equity holders to whom shares have been allotted. The company may also maintain a different register for each class of share applications and allotments. This register will contain information regarding dates of applications, dates of allotments, names of applicants, number of shares allotted, and the amounts received for allotment among other information.
Register of Members
The register of members contains a list of all the current and prior equity holders of a company. The register of members is compiled from the register of applications & allotments of shares and the register of transfers of a company. This register should contain information such as the name of the members, their number and classes of shares, the amount they paid for the shares, the date they became or ceased to become a member of the company.
Register of Transfers
The register of transfers contains a list of every share transfer of the company. The register of transfers of a company is similar to its register of applications and allotments but instead of new shares issues, the register consists of existing shares transferred. For smaller companies, the number of transfers may be far lesser than for bigger companies. This register will contain the names of the transferor and transferee, the number and classes of shares transferred, the consideration paid for the transfer, etc.
Register of Directors
The register of directors of a company contains a list of all the directors of a company. This register will contain the name, address, date of birth, other directorships of the directors, among other details for all the current and previous directors of the company, as well as their appointment and resignation/termination dates.
Register of Managing Directors
The register of managing directors of a company is similar to the register of directors, however, it contains a list of only the managing directors of the company. This register may also be known as the Register of Chief Executive Officers. This register contains details about the current CEO and all previous CEOs of a company such as their names, addresses, appointment dates and resignation/termination dates, etc.
Register of Secretaries
The register of secretaries of a company contains a list of all the secretaries of a company. This register is similar to the above two registers. This register contains details of all the current and previous company secretaries such as their names, addresses, appointment dates, and resignation/termination dates.
Register of Auditors
The register of auditors of a company contains a list of all the auditors of a company. The register of auditors contains the name, address, date of appointment, and date of cessation of service of the external audit firm of a company.
Register of Directors’ Shareholding
The register of directors’ shareholding contains a list of the directors of the company and their relative holding of shares or debentures of the company. It may also list the directors’ shareholding in other related companies. The register will include any shareholdings by both the directors of the company and its Chief Executive Officer. This register will contain the number and classes of shares held, the number of debentures held, any rights or options available to the directors, or any contracts under which the directors can benefit in the form of shares.
Register of Mortgages and Charges
The register of mortgages and charges contains a list of all the mortgages and charges that a company is obligated to. This will consist of all agreements of the company in which the company has agreed to a mortgage or a charge against its assets. This register allows the shareholders and investors of a company to estimate the gearing levels of the company. The register will contain the name of the financial institution, the assets against which charge has been placed, the value of the mortgage or charge, rate of interest, etc.
Register of Registrable Controllers (RORC)
The register of registrable controllers contains a list of all individuals or companies that hold a significant interest or significant control in a company. The definition of significant interest and significant control is provided in the Companies Act. The register of registrable controllers is not publicly accessible. The register will contain the full name, addresses, nationalities, dates of qualifying as and dates of cessation of controllers of a business in case the controller is an individual. If the controller is not an individual, on the other hand, the register will include information such as the name, address, legal form, identification number, dates of qualification as and dates of cessation of controllers. Companies are required to take reasonable steps, such as sending out notices, to identify their registrable controllers and keep the register updated including in the system of the regulatory authority viz. Accounting and Corporate Regulatory Authority (ACRA).
Register of Nominee Directors & Nominations
The register of nominee directors & nominations consists of all the nominations of the company’s nominee directors. The definition of nominee directors is provided by the Companies Act. This register is not accessible by the public. However, unlike the register of registrable controllers, the duty to identify the nominee directors of the company does not fall on the company but the nominee directors. The register includes the full name, addresses, and date on which the directors are nominated of all nominee directors, among other information. The register may also include details of the nominators if the nominators are other companies.
Conclusion
The Companies Act requires companies to maintain statutory registers. These registers should be maintained in the registered office of the company by the company secretary or by the company’s authorised Registered Filing Agent (RFA) also known as the Corporate Service Provider (CSP). These statutory registers include the register of application & allotment of shares, register of members, register of transfers, register of directors, register of managing directors, register of secretaries, register of auditors, register of directors’ shareholding, register of mortgages and charges. Furthermore, the statutory registers may include registers that cannot be accessed by the public including the register of registrable controllers and register of nominee directors & nominations.
