Legal basis: Section 117 and Rule 24 of the Companies (Management and Administration) Rules 2014; Section 179(3) as amended by the Companies (Amendment) Act 2017; Section 117(5) as amended by the Companies (Amendment) Act 2019. Effective: ongoing. Source: MCA) adjudication orders database. Last reviewed by CA Harun Raaj: January 2026.
Registrars of Companies across India have been issuing adjudication orders against startups and private limited companies for non-filing or defective filing of Form MGT-14. For a startup or small company, a missed MGT-14 deadline can trigger penalties under Section 446B of the Companies Act 2013. With AGM season now open for companies with a 31 March financial year-end (AGM by 30 September 2026), and private placement rounds active in early-stage fundraising, understanding Form MGT-14 is non-optional.
Key point: Form MGT-14 must be filed within 30 days of passing a special resolution or one of four specified board resolutions; late filing incurs multiplied government fees and potential adjudication penalties regardless.
What Is Form MGT-14?
Form MGT-14 is the prescribed form under Rule 24 of the Companies (Management and Administration) Rules 2014 for filing resolutions and agreements with the Registrar of Companies under Section 117 of the Companies Act 2013. The 30-day clock starts from the date the resolution is passed — not from the date of the notice, the minutes, or the share allotment.
Which Resolutions Require MGT-14?
1. All Special Resolutions
Every special resolution passed by the company — at an AGM, EGM, or by postal ballot — must be filed in Form MGT-14 within 30 days. There is no exemption for private companies on this category.
Common triggers for startups and growth-stage companies:
- Alteration of MOA (change in name, objects, registered office state) under Section 13.
- Alteration of AOA under Section 14.
- Issue of shares by private placement, including CCDs, CCPS, or SAFE-like securities structured as securities under Section 42.
- Issue of ESOPs to employees under Section 62(1)(b).
- Preferential allotment to existing members under Section 62(1)(c).
- Change of company name under Section 13.
- Reduction of share capital under Section 66.
2. Board Resolutions Under Section 179(3) — Four Categories for Private Companies
The Companies (Amendment) Act 2017 exempted private companies from filing MGT-14 for most board resolutions under Section 179(3). However, four categories still require filing from a private company:
The borrowing resolution is the most commonly missed. When a board passes a resolution to avail a working capital line from a bank, that resolution needs MGT-14 filing within 30 days. Public companies and Section 8 companies have no exemption — all board resolutions under Section 179(3) require MGT-14.
The 30-Day Filing Window and Late Filing
Late filing is permitted on MCA21 V3 but attracts additional government fees on a multiplier scale. According to the Companies (Registration Offices and Fees) Rules 2014, the multiplier ranges from 2× to 12× of the base government fee depending on the delay period. A filing delayed by 6 months attracts a 9× multiplier. Importantly, the late filing fee does not extinguish the adjudication penalty — both apply independently.
Penalty for Non-Filing Under Section 117(5)
The Companies (Amendment) Act 2019 amended Section 117(5) and introduced Section 446B penalties for small companies and startups:
The officer in default under Section 2(60) includes every director party to the resolution, the Company Secretary of the company, and any officer who authorised or permitted the default. A startup with 3 directors could face a combined exposure of ₹1,00,000 (company) + ₹75,000 (3 directors × ₹25,000 each) = ₹1,75,000.
Illustrative Example
XYZ Private Limited, a DPIIT-recognised startup incorporated in February 2025 with paid-up share capital of ₹10 lakh, passed a special resolution on 15 October 2025 to issue compulsorily convertible debentures (CCDs) to four angel investors under a private placement under Section 42. The resolution was filed in Form MGT-14 only on 5 March 2026 — a delay of 141 days.
Result: (a) 9× multiplier on government fees for late filing; (b) potential adjudication under Section 117(5) with Section 446B capping liability at ₹1,00,000 (company) + ₹25,000 per director.
This is an illustrative example and does not represent any specific entity.
What Happens Next: ROC Adjudication Process
Non-filing or defective filing triggers the ROC adjudication process. A show-cause notice is issued through the e-Adjudication portal on MCA21 V3. The company typically has 15 days to respond. If found in default, an adjudication order is passed under Section 454(4). Penalties must be paid within 90 days through the MCA portal. Appeals lie to the Regional Director within 60 days under Section 454(6).
Action: Check Your Filing Status Now
Review all resolutions passed in the last 12 months — both special resolutions and the four board resolution categories above. If any are pending or delayed, file on MCA21 V3 without further delay. Late filing fees are recoverable; adjudication penalties and reputational damage are not.
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 private company need to file Form MGT-14 for a board resolution accepting a term loan from its bank?
Yes. Board resolutions authorising borrowing money — including term loans, working capital overdrafts, and external commercial borrowings — fall under Section 179(3)(d) and are not exempt for private companies even after the 2017 Amendment. Form MGT-14 must be filed within 30 days of the board resolution.
Does a private company need to file Form MGT-14 when the board approves annual financial statements?
No. The board resolution approving financial statements under Section 179(3)(g) is exempt for private companies under the Companies (Amendment) Act 2017. Public companies and Section 8 companies must file Form MGT-14 for this resolution.
Can Form MGT-14 be filed after the 30-day deadline?
Yes — late filing on MCA21 V3 is permitted. Additional government fees apply on a multiplier scale (up to 12× depending on delay period) under the Companies (Registration Offices and Fees) Rules 2014, and a separate adjudication penalty under Section 117(5) may apply. Both fees are levied independently.
What is the penalty for missing the Form MGT-14 filing deadline?
Under Section 117(5) as amended by the Companies (Amendment) Act 2019, a small company or startup faces a maximum penalty of ₹1,00,000 for the company and ₹25,000 per director. Standard companies face ₹10,000 plus ₹100 per day (max ₹2,00,000 for the company and ₹50,000 per officer in default).
What does 'officer in default' mean for Form MGT-14 penalties?
Officer in default under Section 2(60) includes every director party to the resolution, the Company Secretary of the company, and any officer who authorised or permitted the default. If a startup has 3 directors and misses an MGT-14 deadline, all three may face individual penalties of up to ₹25,000 each.
Do private companies need Form MGT-14 for issuing ESOPs to employees?
Yes. Issue of ESOPs to employees under Section 62(1)(b) is a special resolution and must be filed in Form MGT-14 within 30 days of the resolution, regardless of company type. This applies to all private companies offering stock options to employees.
What is the ROC adjudication process for non-filing of Form MGT-14?
A show-cause notice is issued through the e-Adjudication portal on MCA21 V3 with typically 15 days to respond. If the company is found in default, an adjudication order is passed under Section 454(4). Penalties must be paid within 90 days. Appeals lie to the Regional Director within 60 days under Section 454(6).
Does late filing of Form MGT-14 avoid the adjudication penalty?
No. Late filing incurs both a multiplied government fee (under the Companies (Registration Offices and Fees) Rules 2014) and a separate adjudication penalty under Section 117(5). The two are levied independently. Filing late does not extinguish the penalty risk.
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