Form MGT-14 is how a company tells the Registrar of Companies (ROC) that it has passed certain resolutions. Not every resolution goes in. The list is in section 117(3) of the Companies Act, 2013, and the deadline is 30 days from the date the resolution is passed. In practice, the resolutions that reach MGT-14 are mostly special resolutions of the shareholders, plus a short list of board decisions. A private company is spared most of the board decisions, but not the special resolutions.
This post works across events: it explains which of your resolutions trigger the form, whatever the underlying change is. If you are making a change such as new objects, a new name or a capital increase and would rather have the resolutions, forms and attachments handled together, our company changes service prepares and files them.
What section 117(3) actually requires you to file
The Companies Act, 2013 lists these categories in section 117(3):
| Clause | What must be filed | Applies to private companies? |
|---|---|---|
| (a) | Every special resolution | Yes |
| (b) | Resolutions agreed to by all members that would otherwise have needed a special resolution | Yes |
| (c) | Any board resolution or agreement on the appointment, re-appointment, renewal or change in terms of a managing director | Yes |
| (d) | Resolutions or agreements of a class of members that needed a specified majority, and those that bind the whole class | Yes |
| (f) | Resolutions for voluntary winding up under section 59 of the Insolvency and Bankruptcy Code | Yes |
| (g) | Board resolutions passed under section 179(3) | No, see below |
| (h) | Any other resolution or agreement prescribed by rules and placed in the public domain | As prescribed |
Clause (e) has been omitted, which is why the lettering skips. An ordinary resolution of the shareholders is not on the list at all. It reaches the ROC only if some other form requires it, as with director appointments or a capital increase.
Board resolutions under section 179(3), and the private company exemption
Section 179(3) lists decisions that the board can take only by resolution at a meeting, not by circulation:
- making calls on shares;
- authorising a buy-back under section 68;
- issuing securities, including debentures;
- borrowing money;
- investing the company’s funds;
- granting loans, or standing as guarantor or giving security for loans;
- approving the financial statements and the Board’s report;
- diversifying the business;
- approving an amalgamation, merger or reconstruction;
- taking over a company, or acquiring a controlling or substantial stake in one;
- further matters added by the rules, such as appointing or removing key managerial personnel and appointing the internal and secretarial auditors (check the current list with your adviser).
For a public company, each of these resolutions goes to the ROC in MGT-14. Nobody can inspect or take copies of them under section 399, a protection added in 2015. Banks, and notified classes of NBFCs and housing finance companies, need not file resolutions on loans, or on acting as guarantor or giving security, passed in the ordinary course of business.
For a private company, the Government’s June 2015 exemption notification for private companies says clause (g) does not apply. So a private company does not file its section 179(3) board resolutions. Three cautions:
- The resolution must still be passed at a properly held board meeting and minuted. Only the filing is exempt, not the decision process.
- The exemption covers clause (g) only. A board resolution appointing a managing director falls under clause (c) and is still filed, even by a private company.
- A 2017 amendment made some private company exemptions conditional on the company being up to date with its annual filings. If your financial statements or annual returns are overdue, check whether you can still rely on this one before skipping an MGT-14.
A One Person Company is a private company, so the same position applies to it.
Events that usually produce an MGT-14
Most MGT-14 filings follow a change that the law says needs a special resolution. The resolution is one step. The change itself often needs a second form, which is why owners sometimes file one and forget the other.
| Event | Resolution needed | Goes in MGT-14? | Other filing usually involved |
|---|---|---|---|
| Change in objects clause | Special resolution (s.13(1)) | Yes, with the altered memorandum | None separately; the ROC registers the change on the MGT-14 |
| Change of name | Special resolution, plus Central Government approval (s.13(2)) | Yes | Name change application to the ROC |
| Alteration of articles | Special resolution (s.14(1)) | Yes, with the altered articles | None separately |
| Registered office moved outside its city, town or village | Special resolution (s.12(5)) | Yes | Notice of the new address; a State change also needs regional director approval |
| Increase in authorised capital | Resolution in general meeting (s.61); ordinary unless the articles demand more | Only if a special resolution is passed, for example to amend the capital clause in the articles | SH-7 |
| Removing the auditor before the term ends | Special resolution, after Central Government approval (s.140(1)) | Yes | Application for Central Government approval |
| Appointing or re-appointing a managing director | Board resolution (and members’ approval where the Act requires) | Yes, under clause (c) | Director appointment form if the person is new to the board |
| Private placement or preferential issue of shares | Special resolution | Yes | Return of allotment |
The object and articles changes are where MGT-14 does most of the work, because the ROC records the altered documents through it. If that is your case, the practical steps are covered on our page on altering the MoA and AoA. A name change has its own approval route as well, set out on the company name change page.
The 30-day clock
Section 117(1) gives 30 days from the date the resolution is passed or the agreement is made. A few points about counting:
- For a shareholders’ resolution, the clock starts on the date of the general meeting, or the date on which the postal ballot result counts as the resolution date. It does not start when the minutes are signed.
- For a One Person Company, the date the member signs and dates the resolution in the minutes book is treated as the date of the meeting.
- Where the same meeting passes several special resolutions, they can usually go in one MGT-14 if they are filed together. Check the form’s rules on combining resolutions before you file.
- Where a change also needs government approval, for example removing an auditor, the resolution’s own 30 days still run from the date it is passed.
What goes with the form
Section 117(1) requires the copy of the resolution or agreement to be filed together with the explanatory statement under section 102, if there was one in the notice of the meeting. The form itself typically asks for:
- a certified true copy of each resolution;
- the explanatory statement annexed to the notice;
- the altered memorandum or articles, where the resolution changes them;
- a copy of the agreement, where an agreement is being filed (for example a managing director’s terms).
The proviso to section 117(1) adds a rule people forget after filing: every copy of the articles issued after the resolution must include the change. Update the company’s master copy of the MoA and AoA the same day.
The form is filed on the MCA portal with a director’s digital signature. Where the form calls for a practising professional’s certification, that professional signs too.
If the 30 days have passed
Late filing is still possible, but costs more in two separate ways.
- Additional fees. The portal charges an additional fee on top of the normal filing fee, and it rises with the length of the delay. It is set by the fee rules, not by the Act, so check the current schedule on the MCA portal at the time of filing.
- Penalty. Separately, section 117(2), as substituted in 2020, makes the company liable to a penalty of โน10,000 plus โน100 for each day the failure continues, up to โน2 lakh. Every officer in default is liable to โน10,000 plus โน100 a day, up to โน50,000. Under section 446B, a One Person Company, small company or recognised start-up company faces no more than half of the penalty, within lower caps.
The penalty is imposed by the ROC through adjudication. Paying the additional fee does not cancel the penalty. In the meantime, a change that depends on MGT-14, such as altered objects, is not on the ROC’s record. Banks and counterparties checking the master data will see the old position.
Frequently asked questions
Does a private company file the board resolution approving its accounts?
No. Approval of the financial statements is a section 179(3) matter, and private companies are exempt from filing those. The accounts themselves are filed in AOC-4.
Is MGT-14 needed for appointing an ordinary director?
Not usually. Appointment by ordinary resolution is reported in the director appointment form, not MGT-14. A managing director’s appointment is the exception.
Can MGT-14 be revised after filing?
The resolution itself cannot be undone by a form. If the attachment was wrong, the ROC may ask for it to be resubmitted. If the resolution itself was defective, the company needs to pass a fresh one and file again.
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This article is general information, not legal or tax advice.
