Introduction: In compliance with company law, certain documents require preservation either permanently or for a period of not less than eight years. Understanding the specific documents, their place of preservation, responsible custodians, relevant provisions, and preservation periods is crucial for companies to fulfill their legal obligations. This article provides an overview of the documents falling under each category and the requirements for their preservation.
Analysis: The analysis focuses on two categories of documents: those requiring permanent preservation and those with an eight-year preservation period. For permanent preservation, documents such as copies of original filings, register of renewed and duplicate share certificates, share certificate forms in disputed cases, register of charges, minutes books of general and board meetings, and various registers under specific sections of the Companies Act are included. These documents are preserved at the registered office, and the Company Secretary or authorized individuals are responsible for their custody.
On the other hand, documents with an eight-year preservation period include instruments creating or modifying charges, copies of annual returns, Form MBP-1 notices, attendance registers of board and committee meetings, office copies of meeting-related papers, books of account, and other registers or documents required by applicable laws. These documents are preserved at the registered office, and the Company Secretary or authorized individuals hold custody.
Understanding the specific provisions and rules mentioned in the analysis helps companies ensure compliance with document preservation requirements. It is essential to have a clear understanding of the preservation periods to avoid any inadvertent loss or destruction of relevant documents.
Documents preservation of which is permanent in nature
| Sl. No | Name of the document | Place of preservation | Person responsible for custody | Provision | Period |
| 1 | Copies of all documents and information as originally filed under section 33 (incorporation) of the Companies Act, 1956 | Registered office | Company Secretary or any other person authorized by the Board for the purpose | Sec 7(4) of the Companies Act, 2013, | Permanent, till dissolution of the company |
| 2 | Register of Renewed and Duplicate Share Certificates in Form SH-2
(In case of a private limited company only) |
Registered office of the company or at such other place where the Register of Members is kept | Company Secretary or any other person authorized by the Board for the purpose. | Rule 6 (3) of Companies (Share Capital and Debenture) Rules, 2014 | Permanent |
| 3 | Share certificate forms and related books and documents – Disputed cases (applicable for all companies where there might be disputed cases with respect to issue of share certificate certificates) | Registered office | Company Secretary or such other person as the Board may authorize | Rule 7 (3) of the Companies (Share Capital and Debenture) Rules, 2014 | Permanent |
| 4 | Register of Charges in Form CHG-7 Registered office Company Secretary or any other person authorised by the Board for the purpose. Rule 10(4) of the Companies (Registration of Charge) Rules, 2014 Permanent | Registered office | Company Secretary or any other person authorised by the Board for the purpose. | Rule 10(4) of the Companies (Registration of Charge) Rules, 2014 | Permanent |
| 5 | Register of Members, as maintained by a depository under section 11 of the Depositories Act, 1996. (Maintenance of register at depository level is applicable for only public ltd cos and equity listed entities) | Maintained by a depository | Maintained by a depository | Rule 15(1) of the Companies (Management and Administration) Rules, 2014 read with section 88 of the Companies Act | Permanent |
| 6 | Minutes books of general meetings | Registered Office | Company Secretary or any director duly authorized by the Board for the purpose | Rule 25(1)(e) of the Companies (Management and Administration) Rules, 2014 | Permanent |
| 7 | Minutes books of the Board and committee meetings (these would generally include statutory committee meetings) | Registered office or such place as Board may decide | Company Secretary or any director duly authorized by the Board for the purpose | Rule 25(1)(f) of the Companies (Management and Administration) Rules, 2014 | Permanent |
| 8 | Register in form MBP-2 u/s 186 of the Companies Act, 2013 (loan/ guarantee/ security or making an acquisition of securities) | Registered Office | Company Secretary or any other person authorised by the Board for the purpose | Rule 14(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 | Permanent |
| 9 | Register in form MBP-3 u/s 187 of the Companies Act, 2013 (investment held in the name of any other person) | Registered Office | Company Secretary or any other person authorised by the Board for the purpose | Rule 14(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 | Permanent |
| 10 | Register in Form MBP-4 u/s 189 of the Companies Act, 2013 (Register of contracts or arrangements in which directors are interested as per section 184 & 188 of the Act) | Registered Office | Company Secretary or any other person authorised by the Board for the purpose | Rule 16(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 | Permanent |
Documents with preservation period of not less than eight years after completion of the relevant transactions
| Sl.no | Name of the document | Place of preservation | Person responsible for custody | Provision | Period |
| 1 | Instrument creating charge or modification thereon | Registered office | Company Secretary any other person authorised by the Board for the purpose | Rule 10(4) of the Companies (Registration of Charge) Rules, 2014 | 8 years from the date of satisfaction of charge by the company |
| 2 | Copies of all annual returns prepared under section 92 and copies of all certificates and documents required to be annexed thereto | Registered office | Company Secretary | Rule 15 (3) of the Companies (Management and Administration) Rules, 2014 | 8 years from the date of filing with the Registrar of Companies. |
| 3 | All notices in Form MBP-1 for disclosure of concern/ interest received u/s 184 of the Companies Act, 2013 and Rule 9(1) the Companies (Meetings of Board and its Powers) Rules, 2014 | Registered office | Company Secretary any other person authorised by the Board for the purpose | Rule 9(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 | 8 years from the end of the financial year to which it relates |
| 4 | The attendance register of Board & Committee Meetings | Registered office | Company Secretary or Where there is no Company Secretary, any other person authorised by the Board for this purpose | 4.1.6 & 4.1.7 of Secretarial standards -1 | 8 financial years from the date of last entry made therein and may be destroyed thereafter with the approval of the Board. |
| 5 | Office copies of Board Meeting Notices, Agenda, Notes on Agenda and other related papers of the company | Registered office | Company Secretary or Where there is no Company Secretary, any other person authorised by the Board for this purpose | 8.2 of Secretarial Standards-1 | As long as they remain current or for 8 financial years whichever is later and may be destroyed thereafter with the approval of the Board |
| 6 | Office copies of general meeting Notices, scrutinizers report and other related papers of the company | Registered office | Company Secretary Where there is no Company Secretary, any other person authorised by the Board for this purpose | 18.2 (Secretarial Standards-2) | As long as they remain current or for 8 financial years whichever is later |
| 7 | Any other register /documents required by any law, for the time being in force | Registered office | Company Secretary | 8 financial years | |
| 8 | Books of account | Registered office | CFO | 8 financial years | |
| 9 | Any other register /documents required by any law, for the time being in force | In the Company | Company Secretary or any other person authorised by the Board for the purpose | Rule 22 (11) of the Companies (Management and Administration) Rules, 2014 | 8 financial years |
Conclusion: Adhering to document preservation requirements as per company law is crucial for maintaining legal compliance and facilitating transparency within organizations. The identification of documents requiring permanent preservation or preservation for at least eight years is vital for companies to allocate appropriate resources and establish robust document management practices. By understanding the provisions and guidelines outlined in this article, companies can fulfill their obligations and ensure the availability of necessary records when required.
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Disclaimer: This article provides general information existing at the time of preparation and we take no responsibility to update it with the subsequent changes in the law. The article is intended as a news update and Affluence Advisory neither assumes nor accepts any responsibility for any loss arising to any person acting or refraining from acting as a result of any material contained in this article. It is recommended that professional advice be taken based on specific facts and circumstances. This article does not substitute the need to refer to the original pronouncement
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