Event-based filings

Form MGT-14 — Filing of Resolutions and Agreements

Filing of special resolutions, certain board resolutions, and prescribed agreements with the ROC under Section 117.

Quick facts

Form code: MGT-14
Trigger: Passing of a resolution or execution of an agreement of a kind specified in Section 117.
Due within: Within 30 days from the date of passing the resolution or executing the agreement.
Filing fee: Slab-based on authorised capital: ₹200 to ₹600. The same nominal-capital schedule under Rule 12 of the Companies (Registration Offices and Fees) Rules applies.
Late fee: Additional fee escalates with delay under Rule 12: 2x normal fee up to 30 days late, 4x up to 60 days, 6x up to 90 days, 10x up to 180 days, 12x beyond 180 days. Section 117(2) also imposes penalties of ₹10,000 on the company plus ₹100/day (cap ₹2 lakh) and ₹10,000 + ₹100/day (cap ₹50,000) on officers.
Governed by: Section 117 of the Companies Act 2013 read with Rule 24 of the Companies (Management and Administration) Rules 2014

How to file

Step-by-step process — from trigger event to ROC approval.

01
Identify the trigger and confirm filing requirement
Map the resolution to Section 117(3): every special resolution, prescribed ordinary resolutions, every Section 179(3) board resolution (public companies only — private companies exempt), and the specified agreements. For private companies, focus on special resolutions and Section 117(3) agreements only.
02
Prepare the resolution and explanatory statement
Draft the resolution wording with precision — the text on the certified copy must exactly match the resolution as passed. Prepare the Section 102 explanatory statement covering the nature of concern/interest of every director/KMP, terms of the proposal, and any other material facts.
03
Pass the resolution at a duly-convened meeting
For a special resolution — 21 clear days' notice (or shorter with 95% consent), 75% majority of those voting. Comply with SS-1 (board) or SS-2 (general meeting) standards. Record in minutes within 30 days. The 30-day MGT-14 clock starts on the resolution date.
04
Get certified true copies and altered documents ready
Have the chairperson or company secretary certify true copies of: (a) the resolution, (b) the notice, (c) the explanatory statement, and (d) the altered MoA/AoA where applicable. Use the latest e-stamped MoA/AoA — many filings fail because attachments use the pre-altered version.
05
Fill, sign and upload the e-form
Download MGT-14 from MCA21 V3. Enter CIN, resolution date, type of resolution (special/ordinary/board), section citation, and brief subject matter. Attach the certified true copies. Affix Class 3 DSC of a director and the practising professional (where required). Upload, pay slab fee.
06
Trigger downstream filings
Many MGT-14 triggers cascade to further filings: SH-7 (within 30 days) for authorised capital increase; PAS-3 (within 30 days of allotment) for share issuance; INC-22 for change of registered office; INC-24 for change of name; AOC-5 for change of place of keeping books. File the downstream form within its own window.

Attachments required

Documents to prepare before opening the e-form.

Certified true copy of the resolution and the explanatory statement under Section 102
Notice of the meeting at which the resolution was passed
Altered Memorandum of Association (where applicable — change of name, objects, registered office between states)
Altered Articles of Association (for any AoA alteration)
Copy of the agreement (for filings of agreements referred to in Section 117(3))
Attendance sheet of the meeting (for board resolutions under Section 179(3) — public companies only)

Common pitfalls

Where filings get rejected, delayed, or flagged in due diligence.

Filing MGT-14 for board resolutions in a private company — by MCA notification dated 5 June 2015, private companies are exempt from filing MGT-14 for Section 179(3) board resolutions. Special resolutions still require MGT-14 even for private companies.
Missing MGT-14 for ESOP scheme approval — Section 62(1)(b) requires a special resolution to approve any ESOP/sweat equity scheme. This is the single most common founder-stage compliance gap, surfaced only during diligence.
Not filing MGT-14 for issuance of CCPS, CCDs or any non-rights issue of securities under Section 62(1)(c) — the special resolution for further issue requires MGT-14, separate from the subsequent PAS-3.
Treating an alteration of AoA (Section 14) as just an internal matter — every AoA change requires a special resolution and MGT-14 within 30 days; the altered AoA is the attachment.
Late filing past 300 days — under Section 117(2) read with the fee rules, the ROC may insist on compounding (Section 441) for filings delayed beyond 300 days. Compounding adds professional cost and Board oversight.
Forgetting that auditor appointment by ordinary resolution under Section 139 is one of the few ordinary resolutions that requires MGT-14 — most ordinary resolutions don't.

Frequently asked questions

Practical answers to the questions CS and CA teams hear most.

Does a private company file MGT-14 for every board resolution?

No. By MCA notification dated 5 June 2015, private companies are exempt from filing MGT-14 for board resolutions passed under Section 179(3). Private companies still must file MGT-14 for every special resolution and for Section 117(3) agreements.

Is approval of our ESOP scheme an MGT-14 trigger?

Yes — every ESOP/sweat equity scheme requires a special resolution under Section 62(1)(b). MGT-14 must be filed within 30 days of the resolution. Missing this is the most common Section 117 default at founder-stage companies, and a frequent diligence finding.

What is the penalty for filing MGT-14 late?

Two layers — (a) additional filing fee escalating from 2x to 12x of the normal fee under Rule 12; (b) Section 117(2) — ₹10,000 + ₹100/day (cap ₹2 lakh) on the company, and ₹10,000 + ₹100/day (cap ₹50,000) on each officer. Delays beyond 300 days may require compounding under Section 441.

Can one MGT-14 cover multiple resolutions passed on the same day?

Yes — the e-form allows multiple resolutions in a single filing if they were passed at the same meeting and are of the same nature (e.g., several special resolutions at the same EGM). Each resolution must be separately specified and certified. Different meetings need different MGT-14s.

Do we file MGT-14 for ordinary resolutions?

Only for prescribed ordinary resolutions — primarily the appointment of statutory auditor under Section 139 (which is an ordinary resolution but still listed for filing). Most ordinary resolutions (e.g., adoption of accounts, declaration of dividend) do not require MGT-14.

Do we need MGT-14 for issuing CCPS to a single investor in a Series A?

Yes. The shareholders pass a special resolution under Section 62(1)(c) for the further issue to a person other than existing shareholders. MGT-14 is filed within 30 days of the resolution. PAS-3 follows within 30 days of the actual allotment. Both are required.

Is altering the AoA an MGT-14 trigger?

Yes. Every alteration of Articles requires a special resolution under Section 14, followed by MGT-14 within 30 days with the altered AoA as an attachment. This applies to all clauses — common triggers are reserved-matter lists, drag/tag, ROFR/ROFO, anti-dilution, and quorum changes in Series rounds.

Related forms

Filings that commonly trigger together with Form MGT-14.

AOC-4

Filing of Financial Statements

Annual ROC filing of audited financial statements — balance sheet, profit & loss, board's report, and auditor's report.

MGT-7

Annual Return

Annual return of the company — shareholding pattern, indebtedness, board composition, and statutory disclosures as on the financial year-end.

PAS-3

Return of Allotment

Return filed with the ROC for every allotment of shares or other securities — equity, preference (CCPS), debentures (CCDs/NCDs), and other instruments.

SH-7

Notice of Change in Share Capital

Notice to the ROC of any alteration in the authorised share capital — increase, redenomination, reclassification, sub-division, or consolidation.

ADT-1

Notice of Appointment of Auditor

Notice to the ROC of the appointment or reappointment of the statutory auditor under Section 139.

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