MGT-14: When a Resolution Must Be Filed with the ROC

MGT-14 is the e-form used to file certain resolutions and agreements with the Registrar of Companies. Section 117 of the Companies Act 2013 requires the filing within 30 days of passing the resolution. It covers special resolutions and some board resolutions, and a late filing attracts additional fees.

Why it matters

A resolution that needs filing but is not filed leaves a gap in the public record. Banks, buyers and the ROC itself check it. Changes such as a change of object clause start with a special resolution, so the filing is part of the process, not an afterthought.

What usually has to be filed

• Special resolutions, for example for AOA amendment.
• Resolutions agreed by all members that would otherwise need to be special resolutions.
• Board resolutions on matters under section 179(3), such as buy-back of shares, borrowing and investing company funds.
• Resolutions about the appointment or renewal of a Managing Director.
• Resolutions giving the board powers under section 180, and voluntary winding up resolutions.

Plans like increasing authorised capital or a buyback of shares typically involve at least one resolution that goes through MGT-14.

Key points

The filing window is 30 days from the date of passing. After that, the MCA charges multiples of the normal fee, rising with the delay: for instance, twice the fee up to 30 days late, and more as the delay grows. Attach the certified copy of the resolution and, where there is one, the explanatory statement under section 102. A director, manager, company secretary, CEO or CFO signs the form with a valid DSC, so keep your digital signature certificate current.

Common mistakes

• Assuming every board resolution needs MGT-14. Many do not; check the list.
• Counting 30 days from the filing of the other form rather than from the date of the resolution.
• Attaching a draft copy or one without the notice and explanatory statement.
• Waiting until the next annual filing to clear pending resolutions.

Related guides: Board resolution, MOA, AOA

FAQs

What is the time limit for filing MGT-14?

30 days from the date the resolution is passed or the agreement is made.

Does an ordinary resolution need MGT-14?

Generally not, unless a specific provision requires it. Check the section under which it was passed.

What if the 30 days have passed?

You can still file by paying the additional fee. The longer the delay, the higher the multiple.

Have a resolution pending? Talk to a Taxhint expert and we will check whether it needs filing.