MGT-14 Filing: Which Resolutions Need ROC Filing
MGT-14 risk usually appears when a company passes a resolution correctly but fails to file it. Section 117 makes certain resolutions and agreements an ROC filing matter.
For broader context, see the Companies Act, MCA and Startup Compliance Hub.
Section 117 base
Section 117 states that a copy of every resolution or agreement in respect of specified matters shall be filed with the Registrar within thirty days of passing or making thereof, in the prescribed manner.
For the connected rule, example or next step, see Private Placement Section 42: Startup Fundraise Filing Checklist.
Before deciding whether MGT-14 applies
| Question | Control |
|---|---|
| What resolution was passed? | Classify board, ordinary or special resolution. |
| Is it a matter specified under Section 117(3) or applicable rules? | Check before closing minutes. |
| Was explanatory statement required? | Attach/support where applicable. |
| Is the company eligible for any private-company exemption? | Do not assume; verify current law. |
| Has SRN/challan been saved? | Preserve filed form proof. |
For the connected rule, example or next step, see Special Resolution vs Ordinary Resolution: MCA Filing Decision Guide.
Internal workflow
- Tag agenda items that may trigger MGT-14 before meeting.
- Use resolution tracker with due date.
- Keep signed minutes and certified copy ready.
- File within statutory timeline where applicable.
- Match filed resolutions with statutory registers and master data changes.
Finin2min warning
Consequences of not filing on time
Section 117(2), as amended by the Companies (Amendment) Act, 2020, sets a fixed penalty rather than an ad-hoc fine: the company is liable to a penalty of ₹10,000, plus a further ₹100 for every day the default continues, subject to a maximum of ₹2,00,000. Every officer in default (including the company secretary/liable officer) faces the same ₹10,000-plus-₹100/day structure, subject to a maximum of ₹50,000 per officer. This is a penalty imposed directly by the Registrar under the in-house adjudication mechanism — it does not require a court proceeding, and continuing default keeps adding to the exposure day by day, so it compounds faster than most compliance teams expect.
Official sources used
This article is intentionally source-limited to official MCA / India Code material. Verify final filing positions with the latest Act, Rules, MCA forms and portal advisories before publishing.
- India Code: Companies Act, 2013 — Section 117 Resolutions and Agreements
- India Code: Companies Act, 2013 — Section 173 Board Meetings
- India Code: Companies Act, 2013 official PDF
FAQs
It covers filing of specified resolutions and agreements with the Registrar.
India Code text refers to filing within thirty days for covered resolutions/agreements.
No. Check whether the matter is covered under Section 117 and applicable exemptions/rules.
Under Section 117(2) (post-2020 amendment), the company is liable to a ₹10,000 penalty plus ₹100/day of continuing default, capped at ₹2,00,000; each officer in default faces the same structure, capped at ₹50,000.
Yes — a special resolution approving a private placement offer under Section 42 is one of the matters specified for filing, alongside borrowing-power and Section 186 loan/investment resolutions.
Source and review trail
Use the current official instrument, portal or regulator publication before acting. This panel separates the category authority from page-specific references.
- Primary category
- Companies Act & MCA
- Official starting point
- www.mca.gov.in
Page source links
Primary sources & related provisions
Statutory provisions referenced in this guide: