“Statutory Records Certificate (Companies Act 2013) | CA Guide”

It is a written certification by a professional confirming a particular factual position — such as shareholding, paid-up capital, directors, or registered charges — based on verification of the company’s statutory registers, minute books, and records maintained under the Companies Act, 2013.

Typically the Register of Members (Section 88), Register of Charges (Section 85), Register of Directors and KMP (Section 170), minute books (Section 118), books of account (Section 128), Register of Contracts (Section 189), and filings made on the MCA21 portal.

Depending on the subject matter, a Chartered Accountant, a Company Secretary in Practice, or the Statutory Auditor may issue it. Financial certifications are usually CA-led; certain secretarial certifications (for example Form MGT-8) are reserved for a Company Secretary in Practice.

Not in every case. Where a bank, regulator, or counterparty specifically asks for CA certification, or where the law mandates it, a Chartered Accountant must sign. For purely secretarial matters, a Company Secretary may be the prescribed signatory.

A Chartered Accountant focuses on financial and accounting matters (capital, net worth, utilisation), while a Company Secretary in Practice handles secretarial compliance, MGT-8, and certain ROC certifications. The correct signatory depends on the certificate’s purpose.

Fees vary with the complexity of records, company size, and the certificate’s purpose. There is no fixed government fee; the professional charges based on time and responsibility involved. Always agree the scope and fee in writing beforehand.

The verification of statutory records is a professional process, so the certificate itself is signed by the professional. Documents can be shared digitally and a signed PDF or physical copy issued, but the certificate cannot be self-generated from any website.

Most such certificates reflect a position as on a specific date and are generally treated as valid for that snapshot. Banks and authorities commonly accept certificates issued within the last 30 to 90 days, but the accepting party decides the acceptable age.

Embassies may accept certificates of company standing, shareholding, or net worth for visa or business purposes, often requiring CA certification with a UDIN. Always confirm the embassy’s exact format and attestation requirements before issuance.

Yes. A bank may reject it if the UDIN is missing or invalid, the format is incomplete, supporting records are inconsistent, or the certificate is older than the bank’s accepted timeframe.

Yes. An NRI who is a director or shareholder of an Indian company can obtain certificates regarding the company’s statutory records, subject to verification and any FEMA or RBI considerations relevant to foreign holding.

UDIN (Unique Document Identification Number) is a number generated on the ICAI portal for every certificate a Chartered Accountant signs. It allows authorities to verify authenticity and is mandatory for CA certifications.

No. A certificate confirms a specific fact from records; a statutory audit is a comprehensive examination of financial statements expressing a true-and-fair opinion. The two serve different purposes and are not interchangeable.

MGT-8 is a certification on the annual return of certain companies, signed only by a Company Secretary in Practice. It is a specific statutory-records certification but distinct from general certificates a CA may issue on shareholding or capital.

Yes. By verifying the Register of Members, allotment records, board and shareholder minutes, and ROC filings, a professional can certify the issued and paid-up share capital as on a date.

Yes. The Register of Directors and KMP under Section 170, read with MCA filings (DIR-12) and board minutes, supports a certificate listing the directors and their date of appointment.

Yes. The Register of Charges under Section 85 and CHG forms filed with the ROC allow a professional to certify the charges, charge-holders, and amounts secured.

Commonly the Certificate of Incorporation, MOA and AOA, statutory registers, minute books, latest financial statements, ROC filing acknowledgements, PAN, and any specific document relevant to the fact being certified.

If records are complete and reconciled, it can be issued within a few working days. Incomplete or unreconciled records, or pending ROC filings, extend the timeline.

The professional may be unable to certify, may issue a qualified certificate, or may require the records to be updated and reconciled first. Poor record-keeping can also attract penalties under the Companies Act.

Yes, a certificate may be signed using a valid Digital Signature Certificate, especially for online submissions, alongside the UDIN where a CA signs.

Yes. Private companies, public companies, OPCs, and Section 8 companies all maintain statutory records, and certificates can be issued based on them subject to applicable provisions.

LLPs are governed by the LLP Act, 2008, not the Companies Act, 2013. Similar fact-based certificates can be issued from LLP records, but the legal references differ.

Minutes of board and general meetings (Section 118) evidence decisions such as allotments, appointments, and approvals, and are key supporting records for many certifications.

Yes. Certificates of paid-up capital, net worth, or turnover derived from statutory and financial records are frequently submitted to meet tender eligibility criteria.

GST records are not statutory records under the Companies Act but may be cross-referred for turnover or revenue certificates. The specific certificate determines which records are examined.

Significant Beneficial Owner details under Section 90 and the related register can support a certificate on beneficial ownership, often a Company Secretary’s domain for filings.

Pending statutory filings create a gap between records and the public position. The professional may require filings to be completed or may qualify the certificate accordingly.

A certificate reflects a position on a date; if facts change or an error is found, a corrected or fresh certificate with a new UDIN is issued rather than altering the original.

Yes. Because the professional accepts responsibility for the certified facts, many practitioners maintain professional indemnity insurance and exercise documented due diligence.

Issuing a false certificate can attract action under the Companies Act, 2013 (including Sections 447 and 448 on fraud and false statements), professional misconduct proceedings before the ICAI, and other legal consequences.

A director can request company-level certificates from records they are entitled to, subject to the professional’s verification and the company’s authorisation.

Yes. Startups frequently need certificates of shareholding, capital structure, or cap-table confirmation for investors, due diligence, and funding rounds.

The professional usually requires a management representation and, where appropriate, a board authorisation or engagement letter, especially when records are provided by the company.

Foreign investors often rely on shareholding and charge certificates during due diligence. FEMA and RBI considerations may apply to the underlying transaction, not to the certification itself.

It is a written statement from the company’s management confirming the completeness and accuracy of the records and information provided to the professional, supporting the certification.

Yes, where the requesting party prescribes a format, the professional can certify within it provided the wording does not exceed what the records and verification support.

Net worth or financial-standing certificates derived from records are commonly accepted by banks for education loan collateral and margin assessment.

Through inspection of original statutory registers, reconciliation with ROC filings and financial statements, examination of minutes and resolutions, and obtaining management representations.

Each company is a separate legal entity, so generally a separate certificate is issued per company; a consolidated certificate may be possible where records of all entities are verified.

No. A secretarial audit under Section 204 (Form MR-3) is a broad compliance audit by a Company Secretary, while a statutory-records certificate confirms specific facts.

From a practising Chartered Accountant or Company Secretary who verifies your statutory records, applies professional judgement, and issues a properly numbered, signed certificate. You may reach our office through the contact link provided.

Yes. ICAI requires a UDIN on every certificate a Chartered Accountant signs, and authorities can verify it on the ICAI portal.

Registers of members, charges, directors and KMP, contracts and arrangements, minute books, and proper books of account, among others, as prescribed in the Act and rules.

Net worth certificates are financial in nature and are typically issued by a Chartered Accountant. A Company Secretary handles secretarial certifications such as MGT-8.

Section 88 requires every company to keep registers of members, debenture-holders, and other security holders, a core statutory record relied on for shareholding certificates.

Section 85 requires every company to keep a register of charges at its registered office, supporting certificates about secured borrowings.

Statutory registers record corporate facts like members and charges, while books of account under Section 128 record financial transactions. Both may be examined depending on the certificate.

Best practice is to inspect originals or certified copies. Issuing solely on photocopies without verification weakens reliability and professional defensibility.

MGT-7 is the annual return form, while MGT-8 is a certification on that return by a Company Secretary in Practice for specified companies.

Yes. An OPC maintains statutory registers and minutes, with certain relaxations, and certificates can be issued based on them.

Yes. Authorised capital is verified from the MOA and any subsequent SH-7 filings for alterations, and can be certified.

It is a certificate confirming the capitalisation table — shareholders, their holdings, and instruments — derived from the register of members and allotment records, often sought by investors.

Members can inspect certain registers, and ROC-filed documents are publicly accessible on MCA21. Some records have restricted inspection rights.

Section 447 deals with punishment for fraud, which can apply where false information is knowingly certified or filed.

Turnover is certified from books of account and financial statements rather than registers; a turnover certificate draws on audited or verified financials.

Banks check the UDIN on the ICAI portal, the CA’s membership number, the format, and the supporting documents before relying on the certificate.

The professional’s signature, membership number, firm details, UDIN, and a rubber stamp are customary; the accepting authority may have specific format requirements.

Certifying for a company under strike-off or with a defunct status is risky and may not be possible; the professional must disclose the company’s status.

Maintained under Section 170, it records particulars of directors and key managerial personnel, supporting certificates on the company’s directorship.

FEMA applies to the underlying foreign investment transaction, not the certification, but the professional should be aware of compliance for foreign-held companies.

Yes. The Companies Act permits maintenance of registers and records in electronic form, subject to prescribed safeguards.

It confirms whether charges are registered against a company, based on the register of charges and ROC index, often required by lenders.

Only a Company Secretary in Practice signs MGT-8 for companies meeting the prescribed thresholds.

No. Backdating a certificate is improper and may constitute professional misconduct; a certificate reflects the date of signing and the position as on the stated date.

Certification asserts the truth of a fact based on verification; attestation typically confirms a copy is true to the original. The required wording must match the purpose.

For overseas use, certificates may need notarisation, apostille, or embassy attestation depending on the destination country’s requirements.

Dividend declarations are verified from board and general meeting minutes and financial records, and can be certified where supported.

The Registrar of Companies maintains the public record of filings; reconciling internal registers with ROC filings strengthens the certificate.

You can clarify with the accepting authority, rectify the deficiency, or obtain a fresh certificate addressing the stated reason for rejection.

No. Trusts and societies are governed by other laws; the Companies Act records apply to incorporated companies. Section 8 companies, however, follow the Companies Act.

Verify the UDIN on the ICAI UDIN portal and confirm the CA’s membership details; this is the most reliable authenticity check.