What Is Form MGT-14?
Form MGT-14 is the prescribed e-form for filing certain resolutions and agreements with the Registrar of Companies (ROC) under Section 117 of the Companies Act, 2013. The filing creates a public record of significant corporate decisions — enabling regulators, creditors, and stakeholders to track changes in a company's governance, capital structure, and business activities. MGT-14 must be filed within 30 days of passing the resolution, and is submitted through the MCA V3 portal with the DSC of an authorized director.
When Is MGT-14 Filing Required?
Mandatory for ALL Special Resolutions: Every special resolution passed at a general meeting (AGM/EGM) or through postal ballot must be filed via MGT-14. This includes: alteration of MOA (Section 13), alteration of AOA (Section 14), issue of shares by private placement (Section 42), change of company name, shifting registered office between states, voluntary winding up, buyback (above 10%), variation of shareholders' rights, and any other matter requiring 75% majority.
Specified Board Resolutions (Section 117(3)): Certain Board resolutions must also be filed, including: (a) resolutions relating to grant of loans, making investments, giving guarantees/security exceeding Section 186 limits, (b) resolutions for borrowing under Section 180(1)(c), (c) resolutions for approval of related party transactions under Section 188, (d) resolutions appointing or fixing remuneration of MD/WTD under Section 196/197/Schedule V, (e) resolutions for voluntary winding up, (f) resolutions agreed to by all members but which would not have been effective unless passed as special resolutions.
Specified Ordinary Resolutions (Section 117(3)): Ordinary resolutions that require MGT-14 include: (a) director removal with special notice (Section 169), (b) appointment of auditor other than retiring auditor (Section 140(4)), and (c) other specified items under Section 117(3).
Step-by-Step Filing Procedure
Step 1 — Prepare the Form: Download MGT-14 from the MCA V3 portal. Fill in: company CIN, resolution type (Board/shareholder/postal ballot), date of meeting, nature of resolution (ordinary/special), description of the resolution.
Step 2 — Prepare Attachments: (a) Certified true copy of the resolution (signed by CS or authorized director with company stamp), (b) Explanatory statement under Section 102 (for special business items at general meeting), (c) Copy of the agreement/document referred to in the resolution (if any — e.g., altered MOA, valuation report, appointment letter), (d) Copy of the notice of meeting (if resolution was passed at a general meeting), (e) Minutes extract showing the resolution was passed with requisite majority.
Step 3 — Certification: MGT-14 must be certified by: (a) a director of the company (DSC), and (b) a practicing professional — CS/CA/CMA in practice (for listed companies and public companies with prescribed capital). For small/private companies: director's DSC alone may suffice depending on the form version.
Step 4 — Pay Filing Fee: Normal fee: Rs. 200 for companies with authorized capital up to Rs. 1 lakh, scaling up to Rs. 500-600 for larger companies. Additional fees for late filing (see penalty section below).
Step 5 — File on MCA V3 Portal: Upload the form with attachments, affix DSC, and submit. The form goes through pre-scrutiny checks — if any errors, rectify and resubmit. Upon successful filing: SRN (Service Request Number) is generated.
Step 6 — ROC Processing: ROC examines the form and attachments. If approved: the resolution is registered and appears in the company's public record on MCA. If queries: ROC raises a query — respond within the specified time to avoid rejection.
Timeline and Deadlines
Section 117 requires filing within 30 days of passing the resolution. For resolutions at general meetings: 30 days from the date of the meeting. For Board resolutions: 30 days from the date of the Board Meeting. For resolutions by circulation: 30 days from the date the resolution is deemed passed (date of last assent). For postal ballot: 30 days from the last date of voting period.
Late Filing — Additional Fees
MCA imposes additional fees for late filing based on the delay period:
| Delay Period | Additional Fee |
|---|---|
| Up to 30 days | 2x normal fee |
| 31-60 days | 4x normal fee |
| 61-90 days | 6x normal fee |
| 91-180 days | 10x normal fee |
| Beyond 180 days | 12x normal fee |
Example: If normal fee is Rs. 200 and filing is 200 days late: additional fee = 12 × Rs. 200 = Rs. 2,400. Total payable: Rs. 2,600.
Penalty for Non-Filing
Section 117(2): If MGT-14 is not filed at all: the company faces a fine of Rs. 10,000 + Rs. 5,000 per day of continuing default (maximum Rs. 5 lakh). Every officer in default: Rs. 50,000 per day (maximum Rs. 5 lakh). Additionally, the resolution remains valid between the parties — but it is not effective against third parties until registered with ROC. For example: an alteration of MOA that is not filed may not be recognized by banks, regulators, or other companies dealing with the company.
MCA V3 Portal — Practical Tips
(a) Ensure your DSC is Class 3 and registered on the V3 portal. (b) Pre-fill company details by entering CIN — the portal auto-fetches company data. (c) Upload attachments in PDF format (max 10MB each — compress if needed). (d) If the form gets rejected after SRN: you may have to refile — the 30-day deadline runs from the resolution date, not from rejection. (e) Keep acknowledged copies (SRN receipt) as proof of filing. (f) Check the company Master Data on MCA after filing — verify that the resolution is reflected.
2025-26 Updates
(a) MGT-14 migrated to MCA V3 portal (May 2025 notification). (b) Companies Compliance Facilitation Scheme, 2026 (General Circular 01/2026) allows companies to file pending MGT-14 forms with relaxed additional fees. (c) DIR-3 KYC reduced to once in 3 years (December 2025) — but directors must still have active DIN and valid DSC for filing MGT-14. (d) Small company threshold enhanced to Rs. 10 crore capital / Rs. 100 crore turnover (December 2025) — small companies have reduced filing requirements but MGT-14 for special resolutions is still mandatory.
Disclaimer: This article is for informational purposes only and does not constitute legal or professional advice. While every effort has been made to ensure accuracy based on the latest laws and amendments, readers should consult a qualified professional before acting on any information provided. For expert assistance, contact us.