MGT-14

Form MGT-14 is filed with the Registrar of Companies under Section 117 of the Companies Act 2013 to register:

• All special resolutions (irrespective of subject matter)
• Specified ordinary resolutions (e.g., appointment of statutory auditor under Section 139)
• Board resolutions passed under Section 179(3) (for public companies — see private-company exemption below)
• Agreements and resolutions of the kinds listed in Section 117(3)

Due date: Within 30 days of passing the resolution.

Common Section 179(3) triggers (for public companies):

• Making calls on shares
• Authorizing buyback (Section 68)
• Issuing securities including debentures
• Borrowing money
• Investing surplus funds
• Granting loans / guarantees / securities
• Approving financial statements and Board's report
• Diversifying business; amalgamation / reconstruction
• Taking over a company / substantial acquisition of shares

Important — private company exemption:

By MCA Notification dated June 5, 2015, private companies are exempted from filing MGT-14 for board resolutions under Section 179(3) (subject to the company not being a 'startup' but the exemption is broader). They still must file MGT-14 for special resolutions (e.g., increase of authorized capital, issuance of CCPS, ESOP scheme approval, change in objects, change in name).

Common special resolutions requiring MGT-14 (private and public companies):

• Approval of ESOP scheme (Section 62(1)(b))
• Issue of further securities to persons other than existing shareholders (Section 62(1)(c))
• Alteration of AoA (Section 14)
• Alteration of MoA — change of name, change of objects, change of registered office between states
• Reduction of share capital (Section 66)
• Buyback above 10% paid-up
• Conversion of public to private and vice versa
• Voluntary liquidation

Attachments:

• Certified true copy of the resolution
• Notice of the meeting with explanatory statement (Section 102)
• Altered AoA / MoA where applicable

Penalty (Section 117(2)): ₹10,000 for the company plus ₹100 per day of continuing default (capped at ₹2 lakh); ₹10,000 plus ₹100 per day for officers in default (capped at ₹50,000). Late filing also carries additional fees under Section 403 based on delay.

Pitfall: Forgetting to file MGT-14 for a routine ESOP scheme approval is one of the most common founder-stage compliance gaps — it goes unnoticed until due diligence.