Your shareholders passed a special resolution at last week’s EGM, or your board has just approved the annual accounts, and your CS sends a one-line reminder: “MGT-14 within 30 days.” If the company misses that window, it can still file, but the late fee is several times the normal fee, and the company and each officer in default can be penalised for every extra day.
What Form MGT-14 Is
MGT-14 is titled “Filing of Resolutions and agreements to the Registrar”. It is filed under Section 117(1) of the Companies Act, 2013 read with Rule 24 of the Companies (Management and Administration) Rules, 2014. Section 117(1) requires a copy of every resolution or agreement covered by Section 117(3), along with the explanatory statement under Section 102 where there is one, to be filed with the Registrar of Companies (ROC) within 30 days.
The current version was notified as G.S.R. 44(E) and took effect on 23 January 2023. It is a V3 web form, and one MGT-14 can carry several resolutions passed on the same date.
MGT-14 Due Date: The 30-Day Rule
The clock starts when the resolution is passed or the agreement is made, not when the minutes are signed:
- Board resolution: 30 days from the date of the board meeting.
- General meeting resolution (AGM or EGM): 30 days from the date of the meeting.
- Postal ballot: under Secretarial Standard 2, the resolution is deemed passed on the last date the company fixed for receiving postal ballot forms or e-votes. Count 30 days from that date.
- Agreement: 30 days from the date it is executed.
- IFSC companies: the period is read as 60 days under the January 2017 exemption notifications for IFSC private and public companies.
The MCA instruction kit adds a practical rule: every resolution date in one form must fall within the 30-day window. If some resolutions are older than that, you need a separate MGT-14 for each such event date.
We found no 2026 MCA circular extending the MGT-14 due date or waiving its additional fee, and MGT-14 was not covered by the Companies Compliance Facilitation Scheme, 2026. Before relying on any relaxation, check the news section of the MCA portal. For all your recurring due dates in one place, see our annual compliance calendar for Indian companies.
Which Resolutions Must Be Filed Under Section 117(3)
Ordinary resolutions are generally not filed. Section 117(3) lists what must be filed:
- All special resolutions, including shareholder consents under Section 180(1)(a) (selling or leasing an undertaking) and 180(1)(c) (borrowing beyond limits). Their separate clause was dropped from 7 May 2018.
- Resolutions agreed to by all members that would otherwise have needed to be special resolutions.
- Any board resolution or agreement on the appointment, re-appointment, renewal or change in terms of a managing director.
- Resolutions or agreements binding a class of members that needed a specified majority.
- Resolutions for voluntary winding up.
- Board resolutions passed under Section 179(3).
- Any other resolution or agreement that is prescribed and placed in the public domain.
The Section 179(3) Board Resolutions
Section 179(3) lists powers a board can exercise only by resolution at a board meeting. It covers routine business:
- Making calls on shareholders for unpaid money on shares
- Authorising a buy-back under Section 68
- Issuing securities, including debentures
- Borrowing money
- Investing the company’s funds
- Granting loans or giving guarantees or security for loans
- Approving the financial statements and the Board’s report
- Diversifying the business
- Approving an amalgamation, merger or reconstruction
- Taking over a company or acquiring a controlling or substantial stake in one
- Under Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014: making political contributions, appointing or removing key managerial personnel, and appointing the internal auditor and secretarial auditor
There is a carve-out for loans, guarantees and security given in the ordinary course of business by banking companies, and by any classes of NBFCs and housing finance companies the government prescribes.
MGT-14 Applicability for Private Companies
Private companies get two relevant exemptions from MCA notification G.S.R. 464(E) dated 5 June 2015, issued under Section 462:
- Section 117(3)(g) does not apply. A private company does not file its Section 179(3) board resolutions. Board approval of accounts, borrowing, investments, loans or KMP appointments (other than a managing director) does not need an MGT-14.
- Section 180 does not apply. A private company does not need a special resolution to borrow beyond its paid-up capital, free reserves and securities premium, so there is no Section 180 resolution to file.
The condition: since G.S.R. 583(E) of 13 June 2017, both exemptions apply only to a private company that has not defaulted in filing its financial statements (Section 137) or annual return (Section 92).
| Resolution | Private company files MGT-14? |
|---|---|
| Special resolution (any) | Yes |
| MD appointment or terms | Yes |
| Unanimous resolution in place of a special one | Yes |
| Voluntary winding up | Yes |
| Board resolution under Section 179(3) | No, if annual filings are up to date |
| Section 180 borrowing or asset sale consent | No, if annual filings are up to date |
One trap: under Section 2(71), a private subsidiary of a public company is deemed a public company for the purposes of the Act. Check with your CS before relying on the exemption.
Common Triggers for MGT-14
- Alteration of the MOA objects. Section 13(1) requires a special resolution. On V3, the form opens a linked e-MoA, asks whether the industrial activity changes, and, once the form is processed, the ROC issues a certificate registering the alteration.
- Alteration of the AOA. Section 14(1) requires a special resolution, and the form opens a linked e-AoA.
- Change of company name. You need a special resolution, a name approved through RUN (the form asks for the RUN SRN) and Central Government approval under Section 13(2). The name change goes on its own MGT-14, followed by INC-24; our company name change guide walks through the sequence. MCA’s draft Companies (Incorporation) Amendment Rules of 8 April 2026 propose folding INC-24 into a combined form. We found no final notification as of October 2026, so check which form is live on V3 when you file.
- Shifting the registered office to another state. This needs a special resolution and Central Government approval under Section 13(4). It too must be filed on its own MGT-14.
- Approval of financial statements and the Board’s report (public companies). This is a Section 179(3)(g) board resolution, so a public company files MGT-14 within 30 days of the board meeting that approves the accounts. A private company with its annual filings up to date does not.
- Borrowing powers (public companies). The board resolution to borrow falls under Section 179(3)(d). If total borrowings will exceed paid-up capital, free reserves and securities premium (excluding temporary loans from bankers in the ordinary course), you also need a Section 180(1)(c) special resolution. Both are filed.
- Conversion between private and public, preferential or private allotments, ESOP and sweat equity issues. These are all special resolutions, and the kit sends them to the ROC for manual review.
Increasing authorised capital is the common exception. Section 13(1) excludes capital changes under Section 61, so an increase is normally made by ordinary resolution and reported to the ROC in SH-7, not MGT-14. If your articles demand a special resolution for it, that resolution goes on MGT-14 as well.
Attachments and Signatures
- Copy of the resolution(s) with the explanatory statement under Section 102 (mandatory when you file resolutions). The signatory declares that the copy is a true copy of the original, so use a certified true copy signed by a director or the CS.
- Copy of the agreement (mandatory when you file an agreement).
- Altered MOA or AOA. On V3 these are captured through the linked e-MoA and e-AoA forms. You can also attach a copy of the altered document, the meeting notice or anything else as optional attachments, up to five of them.
- Format: PDF or JPG, up to 2 MB per file.
- Signatory: a director, manager, CS, CEO or CFO (or IRP, RP or liquidator) with a DSC registered on the MCA portal and authorised by board resolution. If your DSC is not registered yet, our DSC guide for MCA filings covers it.
- Professional certificate: a practising CA, CS or cost accountant must certify the form. One Person Companies and small companies are exempt.
MGT-14 Fees by Authorised Capital
The normal fee comes from the Companies (Registration Offices and Fees) Rules, 2014 and depends on nominal (authorised) share capital, not paid-up capital. If you are unsure of the difference, see authorised vs paid-up capital. To check a company’s authorised capital, look it up on WeeDoo’s company search.
| Authorised capital | Normal fee |
|---|---|
| Below ₹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 crore or more | ₹600 |
| Company without share capital | ₹200 |
If you file late, an additional fee is charged as a multiple of the normal fee:
| Delay | Additional fee |
|---|---|
| Up to 30 days | 2 times normal fee |
| 31 to 60 days | 4 times |
| 61 to 90 days | 6 times |
| 91 to 180 days | 10 times |
| More than 180 days | 12 times |
For example, a company with ₹10 lakh authorised capital pays ₹400 on time. Filed 45 days late, it pays ₹400 plus ₹1,600 in additional fee. The fee itself stays small, but Section 403(2) says paying it does not remove liability for the penalty, which is the larger risk.
Penalty for Late Filing Under Section 117(2)
The penalty has changed three times. The original 2013 text made late filing a criminal offence, with a fine of ₹5 lakh to ₹25 lakh for the company. The Companies (Amendment) Act, 2017 cut the minimum fine to ₹1 lakh from 7 May 2018. The Companies (Amendment) Act, 2019 (effective 2 November 2018) turned it into a civil penalty of ₹1 lakh plus ₹500 a day, capped at ₹25 lakh for the company. The Companies (Amendment) Act, 2020 cut it to the current amounts with effect from 21 December 2020:
| Who | Penalty now |
|---|---|
| Company | ₹10,000 plus ₹100 per day of continuing default, maximum ₹2,00,000 |
| Each officer in default (including a liquidator) | ₹10,000 plus ₹100 per day of continuing default, maximum ₹50,000 |
The daily amount runs for each day after the first. That puts an officer at the ₹50,000 cap after roughly 400 days of continuing default. Under Section 446B, One Person Companies, small companies, recognised start-ups and producer companies, and their officers, are liable to no more than half the penalty, subject to a ceiling of ₹2 lakh for the company and ₹1 lakh for an officer. The ROC imposes these penalties as adjudicating officer under Section 454.
How to File MGT-14 on the MCA V3 Portal
You need a V3 login linked to the company. If you do not have one yet, see our MCA V3 login guide first.
- Log in and go to MCA Services, then E-Filing, then Company Forms Download.
- Open “Form No. MGT-14 (Filing of Resolutions and agreements to the Registrar)”. A company user’s CIN fills in automatically. A professional searches for the CIN.
- Choose what you are registering (resolutions, agreement or postal ballot), then enter the notice date, the date of passing and the number of resolutions.
- For each resolution, select the purpose, the section, the subject matter, who passed it (board, shareholders, a class of shareholders or creditors) and whether it is ordinary or special.
- Complete the linked e-MoA or e-AoA if the form opens one, and upload the attachments.
- Submit the form to generate the SRN, download the PDF, affix the DSCs (signatory and, where required, the practising professional) and upload it.
- Pay the fee. Per the kit, the SRN is cancelled if the signed PDF is not uploaded within 15 days of SRN generation, or if payment is not made within 7 days of that upload or by the due date plus 2 days, whichever is earlier.
Most MGT-14 purposes are processed in STP mode: the form is taken on record electronically, and the kit says there is no resubmission, so a wrong date or purpose stays on the record. Ten purposes go to the ROC for manual review, including conversion between private and public, preferential or private allotments, ESOP and sweat equity issues, and voluntary liquidation under Section 59 of the Insolvency and Bankruptcy Code.
Frequently Asked Questions
What is the due date for MGT-14?
The due date is 30 days from the date the resolution is passed or the agreement is made (60 days for IFSC companies). For a postal ballot, count from the last date fixed for receiving votes. We found no 2026 extension for MGT-14.
Is MGT-14 required for a private company?
Yes for special resolutions and for managing director appointments. No for Section 179(3) board resolutions, which the June 2015 exemption notification removed for private companies, and no Section 180 resolutions, since Section 180 does not apply to them. Both exemptions need the company to be up to date on its annual filings.
Do I need MGT-14 for approving the financial statements?
A public company does, within 30 days of the board meeting, because the approval is a Section 179(3)(g) resolution. A private company does not, provided it is not in default on its financial statement or annual return filings.
Can MGT-14 be filed after 30 days?
Yes. The additional fee table has no closing slab: anything beyond 180 days is charged at 12 times the normal fee. Late filing does not cure the default, though. The company and its officers remain exposed to the Section 117(2) penalty.
Is MGT-14 filed for an increase in authorised capital?
Normally not. An increase under Section 61 is usually passed as an ordinary resolution and reported in SH-7. MGT-14 comes in only if your articles require a special resolution for the increase.
