Form MGT-14: Filing of Resolutions and Agreements with the Registrar

Which resolutions need MGT-14

Section 117(3) lists the resolutions and agreements that must be filed. The most common triggers for private companies are special resolutions, such as altering the articles, changing the name, shifting the registered office outside the city or approving a loan or guarantee beyond limits.

• Special resolutions passed at a general meeting or by postal ballot
• Resolutions agreed by all members that would otherwise need a special resolution
• Board resolutions on appointment, reappointment or variation of terms of a managing director
• Agreements relating to the appointment of a managing director, whole-time director or manager
• Board resolutions under Section 179(3), such as approving financial statements or borrowing, for public companies
• Resolutions for voluntary winding up

Exemption for private companies

Board resolutions under Section 179(3) cover matters such as approving financial statements and the board's report, borrowing, issuing securities, granting loans and making investments. Public companies must file these in MGT-14. Private companies were exempted from filing them by a notification issued in June 2015, which is why most private-company MGT-14 filings relate to special resolutions.

A private company still files MGT-14 for every special resolution, and for MD appointments where Section 117(3)(c) applies. Check whether a resolution is ordinary or special before deciding that no filing is needed.

Attachments

Attach a certified true copy of each resolution and the explanatory statement under Section 102 that accompanied the notice. Where articles or the memorandum are altered, the altered document must be attached in full. The form also asks for the date of the meeting and the voting result for special resolutions.

• Certified copy of the resolution
• Explanatory statement under Section 102
• Notice of the meeting
• Altered MoA or AoA, where applicable
• Copy of the agreement, for MD appointment agreements

Fees, late fee and penalty

The normal fee follows the nominal-capital slab under the Companies (Registration Offices and Fees) Rules, 2014, from ₹200 to ₹600. Late filing attracts additional fee of 2x the normal fee for up to 30 days of delay, rising to 12x beyond 180 days.

Section 117(2) provides the penalty for default: ₹10,000 on the company plus ₹100 per day of continuing default, up to ₹2 lakh, and ₹10,000 plus ₹100 per day on every officer in default, including a liquidator, up to ₹50,000.

Common mistakes

Many follow-on filings depend on MGT-14, so delays cascade. INC-24 for a name change, INC-22 for an inter-city office shift and SH-7 where articles are altered all reference the MGT-14 SRN. Errors include filing an ordinary resolution as special, missing the explanatory statement, attaching old articles, and assuming a private company exemption applies to special resolutions. Refogo's partner professionals can file MGT-14 for a fixed fee.

Step by step

1. 1Identify the resolution

   Confirm it falls within Section 117(3).

2. 2Pass the resolution

   Hold the board or general meeting and record the voting result.

3. 3Prepare certified copies

   Certify the resolution and explanatory statement.

4. 4Fill MGT-14 on V3

   Select the purpose, enter meeting details and attach documents.

5. 5Sign and pay

   An authorised director or KMP signs with DSC; pay the fee within 30 days.

6. 6File linked forms

   Use the MGT-14 SRN in forms such as INC-24 or INC-22 where needed.