SME IPO Readiness · Question

Which accounting records and registers should be in order before filing?

Short answer

Both the financial books and the company-law registers need to be complete, current and consistent with each other: ledgers, bank reconciliations, fixed asset records and tax reconciliations on the accounting side, and registers of members, directors, charges and share transfers plus signed meeting minutes on the secretarial side. Reviewers and legal counsel test them against filings and the draft document.

In more detail

The records fall into two families, and gaps in either can hold up a draft. Accounting books prove the numbers; statutory registers prove ownership, authority and approvals.

On the accounting side, expect to show the following.

General ledger, sub-ledgers, cash and bank books with monthly reconciliations.
Fixed asset register tied to title documents, invoices and insurance.
Inventory records and the method used to count and value stock.
Debtors and creditors ageing with confirmations.
Tax and statutory reconciliations covering GST, income tax deducted at source, provident fund and similar payments.
Contracts and sanction documents supporting revenue and borrowings.

On the secretarial side, expect the register of members and share transfers to match share certificates or electronic holding records. The register of directors and key managerial personnel should carry their disclosures of interest, and the register of charges should agree with lender documents and registrar filings. Board and general meeting minutes must be signed and in order, and annual returns should come with proof of filing.

The test is cross-consistency. A charge noted in the loan file but missing from the register, or a share issue approved in a minute but absent from the member register, will be picked up during legal examination.

A missing minute

A hypothetical company finds that a share allotment from several years back has no signed board minute and no matching filing. Rectifying it needs approvals and sometimes a regularising filing, which takes weeks. Finding it during early preparation costs little; finding it after the draft is filed can pause the whole timeline.

Where gaps exist, ask a company secretary to list them and propose remedies before the legal diligence starts.

Key points

Accounts and statutory registers are checked against each other and against filings.
Fixed assets, charges and share issues are the most common mismatch areas.
Signed, ordered minutes prove that approvals were genuinely taken.
A company secretary can audit the registers cheaply well before filing.

Who this applies to

Older private companies whose secretarial records were handled informally.
Finance and compliance heads preparing for legal due diligence.
Promoters who borrowed or issued shares several times over the years.

Last reviewed 3 October 2026

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