Section 88 of Companies Act 2013 – Why Statutory Registers Matter More Than You Think
Paperwork is rarely exciting, but some records quietly run the entire company behind the scenes. One of them is covered under Section 88. This section is about ownership, control, and clarity. Nothing fancy. Just facts, written down properly.
Under Companies Act 2013, Every company incorporated under the Companies Act 2013 is legally required to keep certain statutory registers. No exceptions. Big company, small company, private, public. Everyone.
Section 88 basically mandates every company to maintain specific statutory registers so that there is always a clear trail of who owns what, who holds which securities, and how things have moved over time.
What Section 88 Actually Requires (In Simple Terms)
The law is very direct here.
Every company shall keep and maintain the following registers at its registered office, and they must be updated properly. Not later. Not “we’ll do it next month”.
These registers include:
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Members (shareholders)
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Debenture-holders
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Any other security holders
In fact, Section 88 mandates every company to maintain statutory registers, including those for members (shareholders), debenture-holders, and any other security holders, detailing each class of equity/preference shares, with an index for easy reference.
That index part is important. It’s not optional.
Register of Members – The Most Sensitive One
This is where most issues start when records aren’t clean.
The law requires companies to maintain a register for each classified member. That means:
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Equity shareholders go in one class
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Preference shareholders go in another
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Details like name, address, number of shares, date of entry, transfers — all of it
If the register isn’t updated and a dispute happens, courts and regulators rely on this document. Not emails. Not WhatsApp confirmations.
Mess this up, and even simple things like voting rights or dividend payments turn into arguments.
Registers for Debenture-Holders and Other Security Holders
Not every company issues debentures, but when they do, records matter even more.
Debenture-holder registers show:
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Who lent money to the company
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On what terms
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When repayment is due
Same logic applies to any other security issued. Bonds, convertible instruments, whatever the structure. Section 88 expects a clear, separate register for each category.
Ownership must never be a guessing game.
Why the Index Is Not Just a Formality
The index requirement is often ignored until inspection day.
But the idea is simple. If a company has hundreds or thousands of shareholders, the register must be searchable. Fast. Efficient. Traceable.
That’s why Section 88 insists on indexing. It helps:
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ROC inspections
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Audits
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Shareholder verification
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Internal compliance reviews
Without an index, registers technically exist, but practically fail.
What Happens If You Don’t Maintain These Registers?
This is where trouble shows up quietly.
Non-maintenance can lead to:
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Penalties under the Companies Act
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Shareholder disputes
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ROC notices
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Issues during funding, due diligence, or exit
And once questions start, explanations don’t always help if records are missing.
Section 88 is one of those provisions where compliance saves you before problems even arise.
Practical Reality for Companies
Most companies today maintain registers digitally. That’s fine. Allowed. Encouraged.
But digital or physical doesn’t matter if:
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Entries are outdated
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Transfers aren’t recorded
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Classes aren’t separated properly
Clean registers mean smooth AGMs, accurate voting, and no last-minute panic when documents are asked for.
Key Points to Remember
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Section 88 applies to every company
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Statutory registers are mandatory, not optional
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Separate registers must be kept for members, debenture-holders, and other securities
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Indexing is compulsory
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Poor maintenance can trigger legal and regulatory issues
If your company is unsure whether its statutory registers are compliant, or if you’re preparing for inspection or due diligence, it’s better to fix things early. Callmyca.com helps companies stay compliant without unnecessary stress.
