MGT-14 (filing of resolutions and agreements)
The filing of a copy of a resolution or agreement of a kind listed in section 117(3), with the explanatory statement annexed to the notice that proposed it.
Passing of a resolution or making of an agreement
Counted from passing of a resolution, or making of an agreement, of a kind listed in section 117(3)
- MCA
- MCA event filings
- MGT-14
- 2026-09-01
MGT-14 is due within 30 days of the passing of the resolution or the making of the agreement. The trigger is not every board resolution and not every special resolution: it is the enumerated list in section 117(3), which mixes special resolutions with a few specific board resolutions and agreements. Read that list before deciding a resolution is outside the section.
Deadlines counted from an event
Within 30 days of the passing or making, under section 117(1), filed in Form MGT-14 under rule 24 of the Management and Administration Rules with the explanatory statement under section 102 where the notice carried one.
The rule
Within 30 days of the passing or making, under section 117(1), filed in Form MGT-14 under rule 24 of the Management and Administration Rules with the explanatory statement under section 102 where the notice carried one.
Who must comply
- Every company that passes a special resolution
- Every company that passes a resolution agreed to by all members which would otherwise have needed to be a special resolution
- Every company whose board resolution or agreement relates to the appointment, re-appointment, renewal or variation of terms of a managing director
- Every company whose resolution or agreement binds a class of members and would otherwise have needed a specified majority
- Every company that passes a resolution consenting to the Board exercising a power under section 180(1)(a) or 180(1)(c)
- Every company that passes a resolution requiring it to be wound up voluntarily under section 59 of the Insolvency and Bankruptcy Code, 2016
- Every company that passes a resolution in pursuance of section 179(3)
- Section 117(3)(g) does not apply to a private company, under G.S.R. 464(E) of 5 June 2015, and the exemption is available only to a private company that is not in default of its section 92 or section 137 filings
- Section 117(3)(g) does not apply to a specified IFSC public company, under G.S.R. 8(E) of 4 January 2017
- The second proviso to section 117(3)(g) takes out a resolution to grant loans, give guarantees or provide security under section 179(3)(f) in the ordinary course of business by a banking company, a prescribed class of NBFC or a prescribed class of housing finance company
Statutory basis
Before you file
- Check the resolution or agreement against the list in section 117(3).
- Get the certified copy of the resolution or the agreement.
- Get the explanatory statement under section 102 annexed to the notice, where the notice carried one.
- Confirm the date the resolution was passed or the agreement was made. This date starts the 30-day window.
How to file
- Log in to the MCA21 V3 portal as a business user.
- Open Form MGT-14.
- Select the type of resolution or agreement.
- Enter the date of passing or making.
- Attach the certified copy of the resolution or agreement.
- Attach the explanatory statement under section 102 where the notice carried one.
- Sign the form with the digital signature of an authorised signatory.
- Pay the filing fee.
- Submit the form within 30 days of the event.
- Annex the resolution or agreement to every copy of the articles issued afterwards, where it alters the articles.
If you miss it
Section 117(2) charges the company ₹10,000, plus ₹100 for each day the failure continues, capped at ₹2 lakh. Every officer in default, including the company's liquidator, pays ₹10,000 plus ₹100 a day, capped at ₹50,000. These are the figures as substituted by the Companies (Amendment) Act, 2020; the earlier version of the same sub-section ran from ₹1 lakh to ₹25 lakh, which is why older guidance quotes much larger numbers.
- A resolution that alters the articles has to be embodied in or annexed to every copy of the articles issued after it is passed, under the proviso to section 117(1), so a missed filing usually travels with a stale set of articles
Recent changes affecting this
Common questions
Is every board resolution filed in MGT-14?
No. Only the board resolutions and agreements that section 117(3) names, which are chiefly those about a managing director's appointment or terms, consent to the Board exercising a section 180(1)(a) or (c) power, and resolutions under section 179(3). Describing the trigger as 'board and special resolutions' overstates it in one direction and understates it in the other.
Do private companies file MGT-14 for section 179(3) resolutions?
Section 117(3)(g) does not apply to a private company under the June 2015 exemption notification, and the exemption is conditional on the company being current on its section 92 and section 137 filings.