MGT-14 is the form through which a company places specified resolutions and agreements on the public record. It is filed under Section 117 of the Companies Act, 2013 and is due within 30 days of the resolution being passed.
It is also one of the most commonly missed filings, because MGT-14 is rarely the main event. It sits behind something else: a name change, an increase in authorised capital, a borrowing approval. The underlying action gets done, and the 30-day clock on MGT-14 runs out quietly in the background.
What Section 117 Actually Requires
Section 117(1) requires a copy of every resolution or agreement described in Section 117(3) to be filed with the Registrar within 30 days, together with the prescribed fee. Section 117(3) covers three distinct categories, and confusing them is where most errors start.
| Category | Provision | Applies to |
|---|---|---|
| All special resolutions | Section 117(3)(a) | Every company |
| Resolutions agreed to by all members that would otherwise need a special resolution | Section 117(3)(b) | Every company |
| Board resolutions on matters listed in Section 179(3) | Section 117(3)(g) | Public companies (see the exemption below) |
The private company exemption that changes everything
This is the single most important point for most practices. By the exemption notification dated 5 June 2015, clause (g) of Section 117(3) does not apply to private companies. A private limited company therefore does not file MGT-14 for board resolutions passed under Section 179(3), such as borrowing money, granting loans or approving financial statements.
A private company still files MGT-14 for special resolutions. The exemption removes the board-resolution limb only. Firms that read the exemption too broadly stop filing MGT-14 altogether, and then find the omission on a due diligence years later.
Common Triggers for MGT-14
These are the situations that most often require MGT-14 in practice:
- Alteration of the memorandum, including a change of object clause
- Alteration of the articles of association
- Change of company name, which precedes the INC-24 filing
- Increase in authorised share capital where the articles require a special resolution, filed alongside SH-7
- Shifting the registered office outside the local limits, which runs with INC-22
- Issue of securities on a private placement basis
- Buy-back of securities
- Appointment or re-appointment of a managing director in specified cases
- Voluntary winding up or a scheme of arrangement
A useful working rule: if the action required a special resolution at a general meeting, assume MGT-14 is due within 30 days unless you can point to a specific exemption.
Due Date
Thirty days from the date the resolution is passed, not from the date the minutes are signed and not from the date the related form is filed. Where MGT-14 runs with another filing, the two deadlines are independent: filing SH-7 on time does not protect a late MGT-14.
Fees and Late Fees
The normal fee follows the authorised share capital slab under the Companies (Registration Offices and Fees) Rules, 2014. Beyond 30 days an additional fee applies on a rising multiple of the normal fee, from 2x for a short delay up to 12x, which caps past 180 days.
Because the base fee is capital-linked, the same delay costs very different amounts for a company with ₹1 lakh authorised capital and one with ₹1 crore. You can work out the exact figure for your company and delay on our MCA fee calculator.
Attachments
- Certified true copy of the resolution, with the explanatory statement where one was annexed to the notice
- Copy of the altered memorandum or articles, where the resolution altered either
- The agreement itself, where an agreement rather than a resolution is being filed
- Notice of the meeting with the explanatory statement under Section 102, where applicable
Penalty for Not Filing
Section 117(2) provides a penalty on the company of ₹10,000, and a further ₹100 for each day the failure continues, subject to a maximum of ₹2,00,000. Every officer in default, including the company secretary where one is appointed, faces ₹10,000 plus ₹100 per day, up to a maximum of ₹50,000.
Note that this penalty is separate from, and in addition to, the additional filing fee. Paying the higher fee on a late filing does not extinguish the Section 117(2) exposure.
Where Firms Get Caught
- Treating MGT-14 as optional for private companies. The 2015 exemption covers board resolutions under Section 179(3), not special resolutions.
- Running the 30 days from the wrong date. The clock starts when the resolution is passed.
- Filing the related form but not MGT-14. INC-24 and SH-7 are frequently filed while the MGT-14 behind them is forgotten.
- Attaching an uncertified copy. The resolution must be a certified true copy; plain minutes extracts attract resubmission.
- Assuming a small company is exempt. Small company status affects some filings, but not the special resolution limb of Section 117.
Keeping Track of It
MGT-14 is a 30-day event-based filing that is almost never triggered on its own, which is exactly why it slips. Leagully links the resolution to the filing: when a special resolution is recorded, the MGT-14 deadline is created against that entity, the form is prepared from the resolution and the live MCA record, and it is filed on MCA V3. For the full set of annual and event-based deadlines, see the ROC compliance calendar for FY 2026-27.