Over 15 lakh Indian companies file compliance forms annually, but the MGT 14 stands out as the most important compliance forms that businesses encounter after Pvt Ltd company registration. Form MGT-14 is an e-form filed with the Ministry of Corporate Affairs (MCA) to submit certain resolutions and agreements passed by a company to the Registrar of Companies (ROC). Companies primarily use MGT-14 to notify the ROC about specified board resolutions, special resolutions, and other resolutions or agreements covered under the Companies Act, 2013.
Both private and public companies are required to file this form whenever they approve certain resolutions prescribed under the Companies Act, 2013. It helps the government maintain transparency by tracking significant corporate decisions.
As MGT-14 involves statutory reporting to the MCA, companies should verify the applicable section, filing timeline, attachments, and current MCA requirements before submitting the form. If you skip the MGT 14 deadline, you will face fines starting at ₹10,000.
What is the MGT 14? Meaning & Full Form
MGT-14 is an e-form filed with the ROC to report specific resolutions passed at board meetings or general meetings. This online form provides a conduit between companies and regulatory bodies to make corporate governance transparent.
The form ensures transparency by updating the MCA about major decisions taken by the company. The form maintains public records of critical corporate actions and helps regulatory bodies monitor company activities effectively.
The filing requirement depends on the type of company, the nature of the resolution, and the applicable provision of the Companies Act, 2013. For example, certain resolutions covered under Section 179(3) and special resolutions under Section 117 may require filing with the ROC within the prescribed time.
Purpose of Filing Form MGT 14
The MGT 14 form’s purpose centres on maintaining transparency and regulatory compliance. Companies file this form to:
- Notify ROC about special resolutions
- Report board resolutions required by law
- Record changes in the company structure or operations
- Maintain transparency under the Companies Act
- Update public records used by investors and creditors
MGT-14 ensures that major company decisions remain traceable and compliant with MCA regulations.
MGT-14: Applicable Law and Legal Provisions
The MGT 14 form derives its legal foundation from several provisions of the Companies Act, 2013, and related rules:
1. Section 117 – Filing Resolutions with ROC
According to Section 117 of the Companies Act, 2013, companies must file specific resolutions and agreements with the ROC. This includes special resolutions and other decisions that must be reported for legal compliance.
2. Section 179(3) – Board Resolutions That Must Be Filed
Section 179(3) of the Companies Act, 2013 lists powers of the Board of Directors that must be exercised through board resolutions, such as borrowing funds, investing funds, or approving financial statements.
3. Rule 24 – Companies (Management and Administration Rules), 2014
Rule 24 requires companies to file the MGT-14 form within 30 days of passing specified board or special resolutions, along with a certified true copy, as per the Companies Act, 2013.
Types of Resolutions for Filing Form MGT 14
Not every company resolution requires filing Form MGT-14 with the Registrar of Companies (ROC). The filing requirement depends on the type of resolution, the company, and the specific provision of the Companies Act, 2013. In particular, Section 117 requires companies to file certain specified resolutions and agreements with the ROC within the prescribed time.
1. Ordinary Resolutions
An ordinary resolution is generally passed when more votes are cast in favour than against among the members entitled to vote. It does not automatically require MGT-14 filing.
Only ordinary resolutions that fall within the specific categories prescribed under Section 117(3) or another applicable provision need to be filed with the ROC.
Therefore, routine matters such as approval of financial statements, declaration of dividends, or appointment of auditors should not be presented as automatic MGT-14 filing triggers. The company should check the relevant statutory provision before filing.
2. Special Resolutions
A special resolution is a members’ or shareholders’ resolution that requires at least 75% of the votes cast in favour. The 75% requirement relates to the members voting on the resolution; it is not a 75% board-approval requirement.
Companies generally use special resolutions for significant corporate decisions, such as:
- Altering the Memorandum of Association (MOA)
- Altering the Articles of Association (AOA)
- Changing the company’s registered office from one state to another
- Reducing share capital
- Approving a buy-back of securities where a special resolution is required
- Approving certain private placement or securities-related transactions where the Act specifically requires a special resolution
Where the Companies Act requires a special resolution to be filed, the company must submit MGT-14 to the ROC within the prescribed period, along with the required documents.
3. Board Resolutions Covered Under Section 179(3)
Certain Board resolutions and agreements passed under Section 179(3) also fall within the MGT-14 filing requirements. These include resolutions relating to matters such as:
- Making calls on shareholders for unpaid share capital
- Authorising the buy-back of securities
- Issuing securities, including debentures
- Borrowing money
- Investing the company’s funds
- Granting loans or providing guarantees or security
- Approving the financial statements and Board’s report
- Diversifying the company’s business
- Approving amalgamation, merger, or reconstruction
- Acquiring a substantial stake in another company
The applicability of these requirements can depend on the type of company and the applicable provisions or exemptions. Companies should therefore verify the relevant Section 179(3) requirement before filing MGT-14.
Note: Private companies are exempt only from the Section 179(3) Board-resolution filings. They still must file MGT-14 for special resolutions and the other Section 117(3) items.
4. Other Resolutions and Agreements Specifically Covered by Section 117
Section 117 also covers certain resolutions and agreements that the Companies Act specifically requires companies to file with the ROC.
For example, this may include resolutions or agreements relating to:
- Appointment or reappointment of a Managing Director in cases where filing is prescribed
- Variation in the terms of appointment of specified managerial personnel
- Certain agreements or resolutions expressly covered by the Companies Act
- Resolutions that the Act specifically treats as requiring filing with the ROC
The important point is that the subject matter alone does not determine whether MGT-14 is required. The company should identify the specific section under which the resolution or agreement was passed and check whether that provision triggers Section 117 filing.
Applicability of MGT-14 Form for Public & Private Companies
The MGT 14 form applicability varies between company types:
1. Public Companies
Public limited companies must file for:
- All special resolutions passed in general meetings
- Board resolutions listed under Section 179(3).
2. Private Companies
Private limited companies must file MGT-14 for:
- All special resolutions passed by shareholders
- Some board resolutions, unless exempted under specific conditions
Important: These exemptions are not fixed. Companies must regularly check updates issued by the Ministry of Corporate Affairs (MCA) to stay compliant.
When Do Companies Need to File MGT-14?
Companies must file the MGT 14 form immediately after passing any resolution specified under Section 117(3) of the Companies Act, 2013.
Specific scenarios requiring MGT 14 filing include:
- Passing special resolutions in general meetings
- Board resolutions covered under Section 179(3) for public companies
- Entering into agreements specified under Section 117(3)
- Making structural changes to the company
- Authorizing significant financial transactions.
Due Date for Filing MGT 14
The MGT 14 form must reach the Registrar of Companies within 30 days from the date of passing the resolution or making the agreement. This timeline applies universally regardless of company type or resolution category.
Late filing attracts additional fees as prescribed in the Companies (Registration Offices and Fees) Rules, 2014. The 30 days are calculated from the resolution date, not the meeting date.
MGT-14 Filing Fees
The MCA form MGT-14 filing fee depends on the company’s authorized share capital:
| Authorized Share Capital | Normal Fee |
| Less than ₹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 |
| ₹1,00,00,000 or more | ₹600 |
Additional Fees for Late Filing:
| Period of Delay | Additional Fee Requirement |
| Up to 15 days | 1 time normal fees |
| 16 to 30 days | 2 times the normal fees |
| 31 to 60 days | 4 times the normal fees |
| 61 to 90 days | 6 times the normal fees |
| 91 to 180 days | 10 times the normal fees |
| 181 to 270 days | 12 times the normal fees |
It is essential to file on time to avoid heavy penalties and ensure compliance with MCA regulations.
MGT 14 Penalties for Non-Compliance
Non-filing or late filing of the MGT 14 form attracts penalties under Section 117(2):
| Defaulting Party | Penalty Structure |
| Company | ₹10,000 initial penalty + ₹100 per day for continuing failure (Maximum: ₹2,00,000) |
| Officer in Default | ₹10,000 initial penalty + ₹100 per day for continuing failure (Maximum: ₹50,000) |
The penalty calculation begins from the 31st day after the resolution date. Both the company and the responsible officers face separate penalty proceedings.
Documents Required for Form MGT-14
Filing the MGT 14 form requires several supporting documents:
Mandatory Attachments
- Certified true copy of the resolution(s) passed
- Explanatory statement under Section 102 (for special resolutions)
- Notice of the meeting
- Minutes extract where the resolution appears
Additional Documents (where applicable)
- Altered MOA or AOA copies
- Agreement copies (if the filing relates to agreements)
- Board meeting attendance record
- Proxy forms and voting details
- Any other relevant supporting documents
All documents must be self-attested by the authorized signatory and uploaded in PDF format.
Details Required for Filing MGT 14 Form
The form requires comprehensive information:
Basic Company Details
- Corporate Identification Number (CIN)
- Registered office address
- Email and telephone contact
Meeting Information
- Meeting type and date
- Notice the dispatch date
- Quorum details
- Chairman information
Resolution Specifics
- Resolution number and date
- Resolution type classification
- Complete resolution text
- Voting details and results
Supporting Form References:
- Service Request Number of related forms (like INC-28 for condonation)
- Cross-references to other compliance filings.
How to File MGT-14 Form on MCA (Step-by-Step)
Follow these steps to file the MGT 14 form:
Step 1: Download the Form and Fill in the Details
Download MGT 14 from the official MCA website (mca.gov.in) under the Company Forms section. Complete all mandatory fields in the e-form MGT 14, including company information, resolution details, and meeting specifics.
Step 2: Attach Documents and Do a Pre-scrutiny Check
Upload scanned copies of all required documents in PDF format, ensuring clear readability and proper file sizes. Use the pre-scrutiny feature to identify and correct basic errors before final submission.
Step 3: Apply DSC for Online Submission
Apply the Digital Signature Certificate (DSC) of the authorized director or company secretary. Log in to the MCA portal using authorized credentials and complete the online submission.
Step 4: Complete Fee Payment & Receive SRN
Pay applicable fees through the online payment gateway using net banking, debit card, or credit card. Receive the Service Request Number (SRN) for tracking submission status and future reference.
How to Download MGT Form 14 Online
To get the MGT 14 form, follow these steps:
- Visit the official MCA website at www.mca.gov.in
- Go to ‘MCA Services’ in the main menu
- Click on ‘Company Forms Download’
- Search for ‘MGT-14’ in the form list
- Download the latest version in PDF format
- Save the form on your computer for completion
The form MGT 14 is available free of charge from the official MCA portal. Always ensure you download the most recent version to avoid submission issues.
Procedure for Condonation of Delay in Filing Form MGT-14
When the MGT 14 form filing exceeds 300 days from the resolution date, companies cannot file directly. Follow this procedure:
1: Apply for the Condonation File
Form CG-1 with the Regional Director requesting condonation of the delay. Include detailed reasons for the delay and supporting documents. CG-1 is the application to the Regional Director/Central Government for condonation of delay under Section 46. It is needed when filing is delayed beyond the additional-fee window (roughly beyond 300 days).
2: Pay Prescribed Penalty
Pay the penalty amount as determined by the Regional Director. The penalty varies based on delay duration and company circumstances.
3: Obtain Condonation Order
The Regional Director will review the application and issue a condonation order if satisfied with the reasons provided.
4: File Form INC-28
Submit Form INC-28 with the ROC within the timeline specified in the condonation order, attaching the condonation order copy.
5: File Form MGT 14
After INC-28 approval, file the MGT 14 form mentioning the approved INC-28 SRN in the relevant field.
This process requires professional assistance due to its complexity and potential legal implications.
Common Mistakes to Avoid While Filing MGT-14
Avoid these frequent errors when filing the form:
- Common Filing Errors: Filing unnecessary resolutions or missing mandatory ones due to misclassification or misunderstanding of exemptions for private companies.
- Form and Document Issues: Entering incorrect details such as Corporate Identification Number (CIN), dates, or incomplete fields. Submitting mismatched resolution texts, missing certified copies, unsigned, illegible, or improperly formatted documents.
- Technical and Compliance Mistakes: Late filing without proper fees, using expired digital signatures, skipping pre-submission checks, and misunderstanding form requirements or exemptions.
Careful attention to these details ensures smooth processing of the MGT 14 and prevents costly rejections or penalties.
