Form MGT-14 is one of the most-filed event-based forms under the Companies Act, 2013 — and also one of the most-defaulted. Any time a company passes a special resolution or one of the listed board resolutions under Section 117, Form MGT-14 must be filed with the Registrar of Companies within 30 days. This guide walks through the trigger catalogue, the 30-day window, the V3 filing process, attachments, fees, late-filing penalties, and the common mistakes.
What triggers MGT-14?
Section 117 of the Companies Act, 2013 requires filing of MGT-14 in three broad categories:
1. Every special resolution
Examples include:
- Alteration of Memorandum of Association (e.g., change of object, change of name, increase in liability)
- Alteration of Articles of Association
- Change of registered office from one state to another
- Reduction of share capital
- Issue of sweat equity or ESOP plan approval
- Buy-back of shares
- Approval of inter-company loans / guarantees / investments under Section 186
- Related party transactions exceeding thresholds under Section 188
- Conversion of public to private company
- Winding up by special resolution
2. Resolutions of the board specified in Section 179(3)
Certain board resolutions trigger MGT-14 even though they are passed at a board meeting (not shareholders):
- To make calls on shareholders for unpaid capital
- To authorise buy-back of securities under Section 68
- To issue securities (including debentures), within India or abroad
- To borrow money
- To invest funds of the company
- To grant loans / guarantees / security on behalf of subsidiaries
- To approve financial statements and board's report
- To diversify the business
- To approve amalgamation, merger, or reconstruction
- To take over a company or acquire controlling interest in another company
Important exemption: Private companies (other than subsidiaries of public companies) are exempt from filing MGT-14 for Section 179(3) board resolutions, by virtue of MCA Notification dated 5 June 2015. This is the single biggest exemption — it means that for most pure-play private limited companies, MGT-14 is required only for shareholder special resolutions.
3. Any resolution or agreement specified in Section 117(3)
Including resolutions agreed to by all members which would otherwise have required a special resolution, and resolutions of class meetings.
The 30-day window
Section 117(1) requires MGT-14 to be filed within 30 days from the date of passing of the resolution. The clock starts on the date the resolution was actually passed — not the date of the AGM or board meeting if the resolution was deemed passed later by way of postal ballot or circular resolution.
If the 30th day falls on a Sunday or MCA holiday, the next working day is acceptable (Section 9 of the General Clauses Act, 1897).
Step-by-step filing on V3 portal
- Log in to mca.gov.in with director or CS credentials linked to DSC
- Navigate to MCA Services → Company e-Filing → Form MGT-14
- Enter CIN — company master data auto-fills
- Select the type of resolution: (a) special resolution, (b) board resolution, (c) other
- Provide details: date of meeting, date of resolution, place, type of meeting (AGM/EGM/Board)
- Enter the resolution number and brief subject matter
- Attach the required documents (see next section)
- Affix DSC of director and a practising professional (CA/CS/CMA) certification
- Pay fees through MCA payment gateway
- Save the SRN acknowledgement
Required attachments
- Copy of resolution — duly signed by the chairperson of the meeting
- Explanatory statement — required for special resolutions under Section 102
- Notice of the meeting at which the resolution was passed
- Altered Memorandum or Articles — if applicable (e.g., for alteration of MoA or AoA)
- Other supporting documents — board approval of ESOP scheme, valuation report for sweat equity, scheme document for buy-back, etc., as applicable
All attachments must be PDF format, each under 6 MB. The resolution copy and explanatory statement must be on company letterhead and signed.
Fees by authorised capital
Under the Companies (Registration Offices and Fees) Rules, 2014, the normal fee is:
| Authorised Capital | Fee |
|---|---|
| Less than ₹1,00,000 | ₹200 |
| ₹1,00,000 to ₹4,99,999 | ₹300 |
| ₹5,00,000 to ₹24,99,999 | ₹400 |
| ₹25,00,000 to ₹99,99,999 | ₹500 |
| ₹1,00,00,000 or more | ₹600 |
For companies without share capital (e.g., Section 8), a flat ₹200 fee applies.
Late filing — additional fees and Section 117(2) penalty
If MGT-14 is filed after 30 days, Section 403 additional fees apply:
| Delay | Multiple of normal fee |
|---|---|
| Up to 15 days | 1x |
| 15–30 days | 2x |
| 30–60 days | 4x |
| 60–90 days | 6x |
| 90–180 days | 10x |
| Beyond 180 days | 12x |
In addition, Section 117(2) provides a penalty of ₹10,000 on the company plus ₹100 per day of continuing default, capped at ₹2,00,000 for the company. The same penalty applies to every officer in default, capped at ₹50,000 each. So a 60-day delay can quickly accumulate to ₹16,000+ in penalties on top of the additional fee.
Common mistakes
- Not filing MGT-14 for ESOP plan approval — assumed to be only a board action, but the shareholder approval is a special resolution requiring MGT-14
- Filing MGT-14 for ordinary resolutions — only special resolutions and Section 117(3) resolutions require MGT-14
- Wrong date of resolution — must be the actual passing date, not the date the minutes were signed
- Attaching the wrong version of MoA/AoA — must be the altered (post-resolution) version
- Forgetting the explanatory statement for special resolutions — Section 102 mandatory
- Filing the resolution but not the underlying agreement — for resolutions approving contracts, the contract itself may need to be attached
How Kapitalyze helps
Kapitalyze identifies every resolution passed at a board or general meeting that triggers MGT-14, and auto-generates the filing within minutes. Compliance module integrates with the board management system — the moment a special resolution is recorded, the MGT-14 draft is queued with the resolution copy, explanatory statement, and notice already attached.
For private companies entitled to the Section 179(3) exemption, the platform applies the exemption automatically and skips unnecessary filings. The 30-day timer is tracked from the resolution date with reminders at 7, 3, and 1 day before expiry.
The MCA fee calculator shows the exact normal fee and additional fee at any point during the delay window, so you can decide whether to file urgently or pay the higher fee. All filings are logged in an audit trail with SRN, payment receipt, and signed documents for future due-diligence requests.
Frequently Asked Questions
Do private companies need to file MGT-14 for board resolutions?
Most private companies (other than subsidiaries of public companies) are exempt from MGT-14 for board resolutions under Section 179(3), per MCA Notification dated 5 June 2015. Special resolutions of shareholders, however, are not exempt and must be filed.
If I miss the 30-day window, can I still file MGT-14?
Yes. The form remains available for filing with additional fees up to 270 days of delay. Beyond that, you may need to apply for compounding of the offence under Section 441 with the NCLT.
Is MGT-14 required for resolutions passed by postal ballot?
Yes. Postal ballot resolutions (under Section 110) are considered passed on the date specified in the postal ballot notice as the last date for receiving responses. MGT-14 is filed within 30 days of that date.
Can a board resolution and a special resolution be filed in one MGT-14?
No. Each resolution should be filed as a separate MGT-14. The form allows only one type of resolution per filing.
Does the company need to attach the MoA/AoA each time?
Only when the resolution alters the MoA or AoA. For other special resolutions (e.g., ESOP approval), the explanatory statement and the resolution are sufficient.
Practical scenario: ESOP plan approval
One of the most common MGT-14 triggers for a growth-stage startup is the approval of an ESOP scheme. The sequence is:
- Board meeting passes resolution approving the ESOP scheme document, the size of the pool, and recommending it for shareholder approval
- Notice of EGM (or AGM agenda item) circulated to shareholders with the full ESOP scheme document as an attachment and an explanatory statement under Section 102
- EGM / AGM convened and shareholders pass a special resolution approving the ESOP scheme
- Within 30 days of the special resolution, MGT-14 filed with the MCA attaching: (a) copy of the special resolution, (b) explanatory statement, (c) notice of the meeting, (d) ESOP scheme document
- Register of Employee Stock Options (Form SH-6) initiated
- Grant of options to specific employees follows via board resolution; each grant is recorded in SH-6 but does not separately trigger MGT-14
A common error is to assume that only the board resolution stage requires MGT-14 — it doesn't, because for a private limited company the Section 179(3) exemption applies to board resolutions. The MGT-14 trigger is the shareholder special resolution approving the scheme. Companies that file MGT-14 incorrectly at the board resolution stage end up either being asked to refile or paying needlessly for a filing that wasn't required.
Practical scenario: borrowing approval
For a private limited company, board approval of borrowing under Section 179(3)(d) is exempt from MGT-14 by virtue of the 5 June 2015 notification. However, when the borrowing exceeds the limit of paid-up capital + free reserves + securities premium, Section 180(1)(c) requires shareholder special resolution — and that special resolution does need MGT-14. Watch the threshold carefully; many growth-stage companies cross it on their first significant debt raise.
MGT-14 in due diligence
When investors conduct due diligence ahead of a Series A or later round, MGT-14 compliance is one of the items they check. A missed MGT-14 — particularly for ESOP scheme approval or for material related-party transactions — is a red flag that can delay closing while the company files the overdue form with additional fees. In some cases, investors require representations and warranties indemnifying them against any penalties arising from past MGT-14 lapses. Keeping a clean MGT-14 record from day one avoids these last-minute scramble situations.