Form MGT-14: filing resolutions with the Registrar

Under section 117, a company files Form MGT-14 within 30 days of passing a special resolution, a resolution or agreement listed in section 117(3), or a board resolution under section 179(3). Private companies are exempt from filing the section 179(3) board resolutions, but not special resolutions. Filing late costs additional fees and a penalty of ₹10,000 plus ₹100 a day, up to ₹2 lakh for the company and ₹50,000 for each officer in default.

Already late? The free ROC late fee calculator works out the MCA fees for every overdue AOC-4, MGT-7, Form 8 and Form 11.

The private company exemption comes from the June 2015 notification under section 462, which removed section 179(3) board resolutions from the filing requirement for private companies. A special resolution passed by the members of a private company is still filed.

1. Pass the resolution and record it in the minutes; for a special resolution, check the notice period and the explanatory statement.
2. Prepare a certified true copy of the resolution, the explanatory statement and, where relevant, the altered memorandum or articles.
3. File MGT-14 on the MCA portal with a director’s DSC within 30 days; where the change needs the Registrar’s approval, such as a change of name, the approval form follows.

The normal fee depends on nominal share capital:

Filed after 30 days, the form carries an additional fee:

In some cases the rules apply a higher scale of 3, 6, 9, 15 and 18 times instead. The MCA portal works out the fee when the form is submitted.

Separately, section 117(2), as amended in 2020, makes the company liable to a penalty of ₹10,000 and ₹100 for each day after the first that the failure continues, up to ₹2 lakh, and every officer in default to the same amounts up to ₹50,000.