Legal basis: Section 117 of the Companies Act, 2013 (read with Rule 24 of the Companies (Management and Administration) Rules, 2014) — Effective: ongoing. Source: https://www.indiacode.nic.in/bitstream/123456789/2042/4/A2013-18.pdf. Last reviewed by CA Harun Raaj: September 2026.
Every time your company passes a special resolution — at an AGM, an EGM, or a Board meeting — a 30-day countdown starts. File Form MGT-14 with the Registrar of Companies (ROC) within that window, or the penalty meter starts running.
Most founders know they have to file AOC-4 and MGT-7 after an AGM. Form MGT-14 catches companies off guard, especially during September AGM season when multiple resolutions get passed in the same meeting.
Key point: Form MGT-14 must be filed within 30 days of passing a special resolution or a specified Section 179(3) Board resolution, or the company and its officers face escalating daily penalties under Section 117(2).
What Is Form MGT-14?
Form MGT-14 is filed under Section 117 of the Companies Act, 2013 read with Rule 24 of the Companies (Management and Administration) Rules, 2014. It registers specified resolutions and agreements with the ROC, making them part of the public record.
Attachment required: a certified copy of the resolution and, where applicable, the explanatory statement under Section 102.
Which Resolutions Require MGT-14? [Section 117(3)]
1. Any Special Resolution
Any resolution requiring a 75% majority vote must be filed. At an AGM, common examples include:
- Alteration of Memorandum or Articles (Sections 13/14).
- ESOP scheme approval (Section 62(1)(b)).
- Related-party transaction approvals above Section 188 thresholds.
- Independent director re-appointment for a second term (Section 149(10)).
- Private placement approval (Section 42).
- Buyback of shares (Section 68).
- Voluntary winding up (Section 304).
2. Board Resolutions Under Section 179(3)
These Board powers can only be exercised through a specific Board resolution — and each such resolution must be registered via MGT-14.
Each time your Board approves a specific borrowing, a debenture issuance, or a significant loan, that resolution needs an MGT-14 within 30 days.
3. Agreements Related to the Above
Agreements the company enters into relating to the matters listed in Section 117(3)(a) to (h) must also be filed.
What Was Removed in 2019? (Important for Founders)
The Companies (Amendment) Act 2019 (Section 22) deleted Section 117(3)(g) with effect from 15 August 2019. Before this change, every Board resolution approving financial statements and the directors' report required an MGT-14.
This requirement is gone. Your routine financial-statements-approval Board resolution no longer needs MGT-14 filing.
Who Is Exempt?
One Person Companies (OPCs) are fully exempt from filing Form MGT-14 — proviso to Rule 24(2) of the Companies (Management and Administration) Rules, 2014.
Deadline and Fees
30 days from the date the resolution is passed. If your AGM is 28 September 2026, the MGT-14 deadline for each resolution from that meeting is 28 October 2026.
Additional fee for late filing: ₹200 per day. Standard filing fee ranges from ₹200 to ₹2,000 based on paid-up capital. The form is filed on the MCA21 V3 portal, which is STP-enabled for most categories.
Penalty for Non-Filing [Section 117(2) — Companies Amendment Act 2020]
Small companies (Section 446B): paid-up capital ₹4 crore or less AND turnover ₹40 crore or less — penalties are halved. Company: ₹5,000 + ₹50/day (max ₹1,00,000). Officer: ₹5,000 + ₹50/day (max ₹25,000).
ROC Adjudication Case: Private Placement + MGT-14
In May 2023, ROC Coimbatore imposed a ₹4 lakh penalty on M/s Konwerts India Motors Private Limited and its directors under Section 446B. The company dispatched private placement offer letters under Section 42 before filing the required special resolution via MGT-14 under Rule 14(8) of the Companies (Prospectus and Allotment of Securities) Rules, 2014.
The penalty compounded across both Section 42 (private placement violation) and Section 117 (non-filing of MGT-14). When a special resolution is a legal prerequisite for a corporate action, MGT-14 is not optional — it must be filed before the action is taken.
How to File Form MGT-14 on MCA V3
- Log into the MCA21 V3 portal.
- Go to E-Filing → Company Forms Filing → Form MGT-14.
- Enter the CIN, resolution type, and date of resolution.
- Attach the certified copy of the resolution (and explanatory statement where required).
- Sign with the Class 3 DSC of a director or company secretary.
- Pay the fees and submit.
For an AGM with multiple special resolutions, confirm with your CS whether multiple resolutions can be covered in one MGT-14 filing.
Illustrative Example
XYZ Technologies Private Limited (Bengaluru, paid-up capital ₹15 lakh) holds its AGM on 25 September 2026. Shareholders pass: (i) a special resolution altering the object clause; (ii) a special resolution approving an ESOP scheme. The Board had also passed a June 2026 resolution approving a ₹50 lakh bank loan.
MGT-14 obligations: (a) June 2026 — file within 30 days of the Board resolution for the borrowing under Section 179(3)(d); (b) by 25 October 2026 — two separate MGT-14 filings for the object-clause and ESOP special resolutions from the AGM. The ordinary resolution re-appointing a director does not require MGT-14.
Can HRA Handle Your MGT-14 Filing?
Tracking every resolution that triggers an MGT-14 deadline — special resolutions from your AGM, individual Section 179(3) Board resolutions for borrowings or debenture issuances — is easy to miss when it sits alongside your other ROC filings. HRA offers flat-fee annual compliance support that includes identifying which of your resolutions need MGT-14, preparing the certified copies and attachments, and filing within the 30-day window so the deadline doesn't slip.
I'm CA Harun Raaj. If this affects your company's compliance calendar, reach out.
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See Also
Frequently asked questions
Does a Board resolution approving a related-party transaction under Section 188 need MGT-14?
A Board resolution alone, for transactions within Board approval limits, does not trigger MGT-14. If a special resolution is required from shareholders under Section 188, that special resolution must be filed under Section 117(3).
Does each drawdown under a commercial paper or borrowing programme need a fresh MGT-14?
Each specific Board resolution under Section 179(3)(d) for a new borrowing is reportable via MGT-14. An omnibus Board resolution authorising borrowings up to a limit covers that resolution, but verify with your CS whether each individual drawdown requires a fresh Board resolution.
Does Form MGT-14 apply to LLPs?
No. LLPs are governed by the LLP Act, 2008 and do not file Form MGT-14, which applies to companies under the Companies Act, 2013.
Do we need separate MGT-14 filings for each special resolution passed at one AGM?
Verify with your CS. MCA V3 may allow multiple resolutions passed at the same meeting to be covered in one MGT-14 filing, but this can vary by resolution type.
What is the deadline to file Form MGT-14 after a resolution is passed?
30 days from the date the resolution is passed, under Section 117. For example, resolutions passed at an AGM on 28 September 2026 must be filed by 28 October 2026.
Are One Person Companies required to file MGT-14?
No. OPCs are fully exempt from filing Form MGT-14 under the proviso to Rule 24(2) of the Companies (Management and Administration) Rules, 2014.
Is a Board resolution approving financial statements still required to be filed as MGT-14?
No. Section 117(3)(g), which required this, was deleted by the Companies (Amendment) Act 2019 (Section 22) with effect from 15 August 2019. Routine financial statement approval resolutions no longer need MGT-14.
What is the penalty for missing the MGT-14 filing deadline?
Under Section 117(2), the company faces ₹10,000 plus ₹100 per day up to a maximum of ₹2,00,000, and each officer-in-default faces ₹10,000 plus ₹100 per day up to ₹50,000. Small companies under Section 446B get half these amounts.
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