MGT-14 Filing in India: Complete Guide to Compliance and Procedure
Introduction

In India, corporate compliance is a cornerstone of good governance and transparency. Every company registered under the Companies Act, 2013, must follow specific filing and reporting obligations to ensure accountability. Among the most crucial of these is Form MGT-14, a statutory form filed with the Ministry of Corporate Affairs (MCA).

MGT-14 is essentially a declaration to the Registrar of Companies (ROC) whenever a company passes certain resolutions or enters into key agreements. It acts as an official record of the company’s decisions, ensuring stakeholders, regulators, and the public have access to important information.

This article offers a complete guide on MGT-14 filing in India, including its significance, resolutions requiring filing, step-by-step procedure, penalties for non-compliance, and how Corpzo (www.corpzo.com)

What is MGT-14?

MGT-14 is a statutory form under the Companies Act, 2013, used by companies to file resolutions passed in meetings (board or shareholders) with the ROC.

Key Details:

Section 117 of the Companies Act, 2013 governs MGT-14 filing.

It is filed when a company passes special resolutions, board resolutions, or agreements requiring ROC approval.

The filing must include a certified copy of the resolution along with necessary attachments.

Once filed, the resolution becomes part of the company’s public records.

In simple terms, MGT-14 ensures that critical decisions taken by the company are transparent and legally recognized.

Why is MGT-14 Filing Important?

The filing of MGT-14 serves multiple purposes:

Legal Compliance – Mandatory under Section 117 of the Companies Act, 2013.

Transparency – Ensures stakeholders, creditors, and investors are aware of significant company decisions.

Public Record – Filed resolutions are accessible on the MCA portal, promoting corporate accountability.

Avoiding Penalties – Non-filing or delayed filing can attract heavy penalties on both the company and officers.

Which Resolutions Require MGT-14 Filing?

Not all resolutions require filing in MGT-14. The Act specifies the following:

1. Special Resolutions

Every special resolution passed in a general meeting must be filed with ROC. Examples include:

Alteration of Memorandum of Association (MoA) or Articles of Association (AoA).

Change in registered office from one state to another.

Reduction of share capital.

Approval of related party transactions exceeding prescribed limits.

Issuance of sweat equity shares.

2. Board Resolutions (Certain Categories)

Some board resolutions also require filing, such as:

Approval of financial statements and Board’s Report.

Borrowing money beyond the limit specified under Section 180.

Investing company funds beyond the prescribed threshold.

Approving mergers, acquisitions, or amalgamations.

3. Resolutions Agreed by All Members

Any unanimous resolution passed by the company, if specifically required under the Act.

4. Agreements and Contracts

Certain agreements that must be filed with the ROC, for example:

Agreements with related parties.

Resolutions regarding management rights or voting agreements.

Who Needs to File MGT-14?

MGT-14 is applicable to:

Public Companies – Both listed and unlisted.

Private Companies – Only when specifically required by the Companies Act, 2013 (earlier exempted, but certain provisions now apply).

Therefore, before passing any resolution, companies must carefully analyze whether it requires MGT-14 filing.

Time Limit for Filing MGT-14

The filing of MGT-14 must be done within 30 days of passing the resolution or entering into the agreement.

Failure to adhere to this timeline attracts penalties, making timely filing crucial.

Documents Required for MGT-14 Filing

When filing Form MGT-14, the following documents are typically required:

Certified True Copy of the Resolution passed at the board or general meeting.

Notice of Meeting along with explanatory statement under Section 102.

Articles of Association (AoA) / Memorandum of Association (MoA), if amended.

Copy of the Agreement or Contract, if applicable.

Consent Letters from directors, if necessary.

Other Supporting Documents, as required for specific resolutions.

Step-by-Step Procedure for Filing MGT-14
Step 1: Hold a Meeting

For board resolutions: Conduct a Board Meeting and record the resolution.

For special resolutions: Issue notice to shareholders, conduct an Extraordinary General Meeting (EGM) or Annual General Meeting (AGM), and pass the resolution.

Step 2: Prepare the Resolution

Draft the resolution in compliance with legal requirements and ensure it is certified by a director or company secretary.

Step 3: Collect Necessary Documents

Prepare attachments including notice of meeting, explanatory statement, and certified resolution copy.

Step 4: Log into MCA Portal

Access the MCA21 portal.

Download Form MGT-14.

Step 5: Fill in Form MGT-14

Enter details such as:

CIN (Corporate Identification Number).

Type of resolution (special/board).

Date of passing resolution.

Description of resolution.

Step 6: Attach Supporting Documents

Upload scanned copies of the required documents in PDF format.

Step 7: Pay Filing Fees

Fees are based on the company’s authorized share capital. For example:

₹200 for companies with share capital up to ₹1 lakh.

Up to ₹600 for companies with higher authorized share capital.

Step 8: Submit Form and Get SRN

After payment, submit the form. An SRN (Service Request Number) is generated for tracking the filing status.

Penalties for Non-Compliance with MGT-14 Filing

Failure to file MGT-14 on time leads to heavy penalties:

Company: Fine of ₹1,00,000, plus ₹500 per day of continuing default (up to ₹25,00,000).

Officers in Default: Fine of ₹25,000 for each officer.

These penalties underline the importance of timely compliance.

Common Mistakes in MGT-14 Filing

Filing resolutions not required under law.

Missing the 30-day deadline.

Incorrect attachments or unsigned resolutions.

Non-payment or wrong calculation of filing fees.

Overlooking mandatory board resolutions under Section 179.

Avoiding these mistakes requires professional assistance.

Role of Professionals in MGT-14 Filing

Given the legal nuances and penalties involved, companies often engage Company Secretaries, Chartered Accountants, or legal consultants to ensure error-free filing. Professionals can:

Identify which resolutions require filing.

Draft legally compliant resolutions.

Manage end-to-end filing with the MCA portal.

Handle queries raised by the ROC.

How Corpzo Helps with MGT-14 Filing

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Expert consultation on which resolutions need filing.

Drafting and certifying resolutions and explanatory statements.

Preparation and filing of Form MGT-14 on the MCA portal.

Timely reminders to avoid penalties.

End-to-end compliance management for companies of all sizes.

Our goal is to let businesses focus on growth while we take care of compliance.

Conclusion

MGT-14 filing in India is a vital part of corporate compliance under the Companies Act, 2013. It ensures transparency, accountability, and legal recognition of important company decisions. While the process might seem straightforward, the complexity lies in identifying which resolutions require filing and ensuring timely submission with the correct documentation.

Non-compliance can invite heavy penalties and legal consequences, making professional guidance indispensable. With the support of compliance experts like Corpzo, companies can navigate these obligations smoothly, avoiding risks and maintaining good governance.

As corporate regulations tighten in India, adhering to timely MGT-14 filing not only safeguards businesses from penalties but also enhances their credibility in the eyes of investors, regulators, and stakeholders.