File Form MGT explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
File Form MGT-14 within 30 days of passing a resolution or agreement that falls under Section 117 of the Companies Act, 2013 — all special resolutions, the ordinary resolutions listed in Section 117(3), and Board resolutions under Section 179(3) (except for private companies) — attaching a certified copy of the resolution and explanatory statement.
Overview
Form MGT-14 records certain resolutions and agreements with the Registrar of Companies, creating a public record of key decisions. It is triggered by shareholder special resolutions and specified Board resolutions.
When It Is Required & Legal Basis
Section 117 of the Companies Act, 2013, read with Section 179(3) and Rule 24 of the Companies (Management and Administration) Rules, 2014, requires filing of every special resolution, specified ordinary resolutions under Section 117(3), and certain Board resolutions. Private companies enjoy an exemption from filing Board resolutions under Section 179(3), but must still file special resolutions.
Step-by-Step Process
- Identify the trigger. Confirm whether the decision is a special resolution or a Section 179(3) Board resolution requiring MGT-14.
- Pass the resolution. Hold the Board meeting or general meeting and pass the resolution with the required majority.
- Prepare certified copies. Draft the certified true copy of the resolution and the explanatory statement (for special resolutions).
- Attach amended documents. Where the MOA or AOA is altered, attach the amended version.
- Certify the form. Get MGT-14 digitally signed by a director and certified by a practising professional.
- File within 30 days. File MGT-14 with the ROC within 30 days of passing the resolution.
Forms, Attachments & Fees
| Resolution Type | MGT-14 Needed? | Timeline |
|---|---|---|
| Special resolution | Yes (all companies) | Within 30 days |
| Section 179(3) Board resolution | Yes (except private companies) | Within 30 days |
| Section 117(3) ordinary resolutions | Yes, where specified | Within 30 days |
MCA fee follows the authorised-capital slab (about ₹200 to ₹600), with a ₹100-per-day additional fee for late filing.
Timeline & Due Dates
MGT-14 must be filed within 30 days of passing the resolution or entering the agreement. Common triggers include altering the MOA/AOA, changing the name or object, approving the annual accounts (Section 179(3), non-private), borrowing, and appointing/removing statutory auditors by special resolution.
Penalty for Delay / Non-compliance
Under Section 117(2), the company is liable to a penalty of ₹10,000 plus ₹100 per day of continuing default, subject to ₹2,00,000; every officer in default (including the company secretary) is liable to ₹10,000 plus ₹100 per day up to ₹50,000. Failure to file can also invalidate the reliance on the resolution before third parties.
Practical Tips
- Maintain a resolution tracker so 30-day deadlines are not missed for routine Section 179(3) items.
- Private companies should still watch special resolutions — the exemption is only for Board resolutions.
- Attach the correctly numbered altered MOA/AOA; mismatches are a frequent resubmission reason.