MGT-14 Form

MGT-14 is a required filing with the Registrar of Companies (ROC) under the Companies Act, used to officially record resolutions passed by a company’s board of directors or shareholders. It creates a clear legal record of key decisions and helps maintain transparency and accountability in corporate governance. 

This content explains every essential aspect of MGT-14, including its purpose, importance, legal basis, who must file it, the types of resolutions covered, the documents required, due dates, penalties, filing fees, the approval timeline, and differences for private and public companies. The goal is to help businesses understand when MGT-14 becomes mandatory and how they can file it correctly without errors. With appropriate awareness, companies can avoid penalties and easily meet MCA compliance requirements.

What Is Form MGT-14?

Form MGT- 14 is an electronic form used by companies to report particular resolutions and agreements passed during board meetings or general meetings. It is filed with the Registrar of Companies on the MCA portal. The form serves as a legal record of key decisions taken by the company, like modifications in capital, approvals for borrowing, appointment matters, and other major actions. Once filed, the ROC updates these decisions in the company’s master data, guaranteeing legal transparency. 

MGT-14 ensures accountability between MGT-14 helps maintain accountability between the management, board, shareholders, and regulators. By filing the resolutions, a company states that major decisions were discussed, approved, and recorded lawfully. This avoids future disputes and safeguards the organization during audits or inspections. Not every resolution requires MGT-14, but certain specified resolutions must be reported within the prescribed time. Understanding what resolutions require this filing is key for staying compliant and avoiding penalties. Overall, MGT-14 acts as an important link between internal corporate decisions and external regulatory oversight.

Why MGT-14 Filing Matters for Every Company 

MGT-14 is essential for legally documenting key corporate decisions and communicating them to the Registrar of Companies. Filing this form ensures transparency, accountability, and compliance with the Companies Act. It also provides verifiable proof of approvals and strengthens corporate governance frameworks across the organization.

• Legal Documentation of Key Decisions: MGT-14 formally records major resolutions, such as changes in capital, borrowing approvals, or appointments of directors. This official record serves as evidence during audits, inspections, or financial reviews, giving regulators and stakeholders a clear view of the company’s decision-making. 
• Ensures Corporate Transparency and Accountability: By filing MGT-14, companies publicly acknowledge decisions impacting shareholders, investors, and stakeholders. This transparency promotes accountability, prevents internal disputes, and provides a traceable record of corporate actions for governance checks or legal verification.
• Strengthens Compliance With the Companies Act: MGT-14 confirms compliance with Sections 117 and 179, covering resolutions like capital alterations, board powers, appointments, or borrowing approvals. Timely filing builds a clear compliance trail, reducing the risk of penalties or legal challenges.
• Prevents Legal Disputes and Governance Misunderstandings: Officially filing resolutions minimizes confusion over approvals, authority, or board actions. MGT-14 provides legal evidence in disputes, protecting directors, officers, and the company from potential claims regarding decision-making processes.
• Maintains Accurate Public Records With ROC: Once filed, MGT-14 updates the company’s master data on the ROC portal. This ensures consistent information for banks, investors, auditors, and regulators, fostering trust and confidence in corporate operations and decision-making transparency.

MGT-14 is governed under Sections 117 and 179 of the Companies Act, 2013, along with the Companies (Management and Administration) Rules. These provisions identify which resolutions need filing and within what timeline.

• Section 117: Filing Certain Resolutions with ROC: Under Section 117 of the Companies Act, 2013, companies are needed to submit specific resolutions and agreements to the Registrar of Companies (ROC). This involves special resolutions and other legally authorized decisions to ensure proper regulatory compliance.
• Section 179(3): Board Resolutions That Require Filing: Section 179(3) defines key powers of the Board of Directors that must be exercised through formal resolutions. These include actions such as borrowing or investing funds, approving financial statements, entering contracts, or other critical decisions impacting company operations.
• Rule 24: Filing Timelines and Requirements: As per Rule 24 of the Companies (Management and Administration) Rules, 2014, MGT-14 must be filed within 30 days of passing the specified board or special resolutions. The filing should include a certified true copy of the resolution to maintain legal legitimacy.

Who Needs to File MGT-14?

Any company that passes resolutions listed under the Companies Act must file MGT-14 within the set timeline. This requirement applies based on the type of resolution and not the company classification. The following entities are usually required to file:

• Public Limited Companies
• Private Limited Companies (except exempted resolutions under amendments)
• Section 8 Companies
• Listed Companies
• Companies altering capital, management, or structural decisions

Certain resolutions passed by the Board or shareholders must be reported through MGT-14 to maintain legal compliance. These resolutions typically involve substantial structural, financial, managerial, or operational decisions that directly affect the company’s functioning and stakeholder interests. The key types include:

• Ordinary Resolutions: Ordinary resolutions are approved by a simple majority of shareholders and usually relate to routine corporate actions. When ordinary resolutions pertain to matters listed under Section 117 like auditor appointments or certain approvals, they must be filed in MGT-14 to maintain appropriate ROC compliance.
• Special Resolutions: Special resolutions need at least 75% shareholder approval and involve major structural or legal changes. Any special resolution like altering the MOA, AOA, changing the registered office outside limits, or modifying capital structure must be filed using MGT-14, as mandated under Section 117.
• Board Resolutions: Certain board resolutions passed under Section 179 and its rules need mandatory filing in MGT-14. These include decisions involving borrowing, investments, loans, guarantees, approvals of policies, or major financial and managerial actions that majorly impact the company’s functioning and governance.

To file MGT-14 successfully, a company must attach all documents that support and validate the resolution passed in the meeting. These attachments help the Registrar verify the decision and ensure that the company followed the accurate legal procedure. Required documents include:

• Certified true copy (CTC) of the board or shareholder resolution
• Notice of the meeting where the resolution was passed
• Proxy forms and voting details
• Copy of the meeting minutes
• Supporting agreements, contracts, or approvals related to the resolution
• Altered MOA/ AOA, if applicable
• Any additional documents mandated based on the nature of the resolution

MGT-14 filing is done online through the MCA portal by uploading documents, entering resolution details, and paying the applicable fee. The following steps must be followed to avoid rejection.

• Prepare and Approve the Resolution: Ensure the resolution is passed in a valid board or general meeting, recorded in minutes, and approved as per the Companies Act. Accuracy in wording and documentation is vital for smooth filing and verification.
• Collect All Required Documents: Collect certified copies of the resolution, meeting notice, explanatory statement (if any), agreements, and supporting documents. Every attachment must match the meeting records to ensure the ROC accepts the filing without raising queries.
• Log In to the MCA Portal Using Authorized Credentials: A company representative or professional must log in using valid MCA identifications. Access is needed for choosing the appropriate e-form, uploading attachments, entering details, and completing the submission process securely.
• Fill out the MGT-14 Form Accurately: Enter all required details, such as resolution type, meeting dates, attachments, and relevant approvals. Any incorrect information may result in rejection, so accuracy is essential at this stage.
• Upload Attachments and Verify the Details: Upload all required documents and verify that attachments are in the correct format. Review the form for errors or missing fields before proceeding to the payment section to avoid delays.
• Make Payment and Submit the Form: Pay the applicable MCA fee based on the company’s authorized capital. Once payment is confirmed, the form is officially submitted to the ROC, and the acknowledgment is generated for records.

MGT-14 must be filed within 30 days from the date the resolution is passed. Delayed filing attracts additional fees and potential penalties. Companies must monitor meeting dates closely because the timeline begins immediately after approval, not from the date of signing or circulation. For certain resolutions under Section 179, some companies may have exemptions, but for most significant decisions, timely filing is necessary. Filing within the deadline helps maintain compliance and avoids analysis from the Registrar.

The filing fee for MGT-14 is calculated as per the company’s authorised share capital, ensuring that larger entities contribute proportionately to regulatory costs. MCA has a fixed-tier structure, and any delay in filing increases the payable amount significantly. Below is the revised and detailed fee slab:

Fee Structure Based on Authorised Share Capital

• Up to Rs1, 00,000: A filing fee of Rs 200 is applicable for companies falling in this base capital category.
• Rs 1, 00,000- Rs4, 99,999: Companies in this slightly higher bracket must pay an Rs 300 filing fee.
• Rs5, 00,000- Rs25, 99,999: For mid-level capital structures, the applicable fee increases to Rs400.
• Rs26, 00,000- Rs99, 99,999: Entities with higher capital must pay a filing fee of Rs500.
• Rs1, 00, 00,000 and above: Companies with very large authorised capital are required to pay Rs600 as the standard filing amount.

Note: Fees double for delays up to 30 days from the date of passing the resolution.

After submission, MGT-14 is usually approved within 2 to 5 working days if the documents and details are accurate. However, processing may take longer if the ROC raises queries or requests clarification. Companies should regularly check the MCA portal for status updates. Maintaining complete supporting documents helps speed up approval. Although approval time is usually short, errors in the form or attachments can extend the process, so careful preparation is essential.

Failure to file MGT-14 within the statutory limit triggers penalties under Section 117(2), which apply independently to both the company and its responsible officers. These penalties accumulate daily, making delays highly costly and increasing compliance risks over time. Penalty Structure for Non-Compliance

• For the Company: A Rs10,000 base penalty is imposed initially, followed by a Rs100 daily fine for every extra day of delay, capped at a maximum limit of Rs2,00,000.
• For Officers in Default: Individuals responsible for filing face an initial Rs10,000 penalty, plus Rs100 per day of continuing failure, up to a maximum of Rs50,000.

MGT-14 Filing for Private vs Public Companies 

MGT-14 requirements differ for private and public companies because their governance impact, shareholder exposure, and compliance obligations vary. Understanding these distinctions helps companies plan filings correctly and avoid penalties for missed or delayed submissions.

Public Companies

• Must file MGT-14 for all resolutions listed under Section 117.
• Board resolutions under Section 179 are mandatory for filing.
• Special resolutions and key managerial decisions require strict reporting.
• Higher inspection applies due to the impact on public shareholders.

Private Companies

• Earlier enjoyed broad exemptions, but many were withdrawn through amendments.
• Must file MGT-14 for alteration of MOA/AOA and key structural changes.
• Filing is required for borrowing limits, related-party contracts, audited approvals, and major governance decisions.
• Compliance requirements are lighter than public companies but still mandatory for significant actions.