Which board and shareholder resolutions must be filed with the ROC (Form MGT-14)?

You have just set up a company. Or you are about to. The directors meet, pass a few resolutions, and sign the minutes. Then someone asks: "Do we have to file this with the ROC?"

Not every resolution goes to the Registrar of Companies. Some do, and the clock is short. This guide tells you which ones, by when, and how.

The short answer

A company must file a copy of certain resolutions and agreements with the Registrar within thirty days of passing or making them (s.117(1), Companies Act 2013). The filing is done on Form MGT-14, with the fee (rule 24, Companies (Management and Administration) Rules, 2014).

Which resolutions? The list sits in section 117(3). It covers:

• Special resolutions (s.117(3)(a)).
• Resolutions agreed to by all members that would otherwise have needed to be passed as special resolutions (s.117(3)(b)).
• Board resolutions or agreements on a managing director's appointment, re-appointment, renewal, or a change in the terms of appointment (s.117(3)(c)).
• Class resolutions and agreements: ones agreed to by a class of members that would otherwise need a specified majority or a particular manner of passing, and ones that bind a class of members even though not all of them agreed (s.117(3)(d)).
• Resolutions to wind up the company voluntarily under the Insolvency and Bankruptcy Code, 2016 (s.117(3)(f)).
• Board resolutions passed under section 179(3) (s.117(3)(g)).
• Any other resolution or agreement that is prescribed and placed in the public domain (s.117(3)(h)).

Read that list slowly. Three heads are the ones a young company is likely to meet early: special resolutions, managing director appointments, and board resolutions under section 179(3).

Plain words for the jargon

• Ordinary resolution. Votes in favour exceed votes against (s.114(1), Companies Act 2013).
• Special resolution. The notice says it will be proposed as one, and votes in favour are at least three times the votes against (s.114(2), Companies Act 2013).
• ROC. The Registrar of Companies, who keeps your company's public record.

Which resolutions founders usually meet

Special resolutions. These are needed for the bigger changes. Two common ones:

• Changing the memorandum of association needs a special resolution (s.13(1), Companies Act 2013).
• Changing the articles of association needs a special resolution (s.14(1), Companies Act 2013).

Other sections also ask for a special resolution. Where one does, the filing duty under s.117(3)(a) follows.

Board resolutions under section 179(3). The Act says the Board must use resolutions passed at board meetings to exercise these powers (s.179(3), Companies Act 2013):

• make calls on shareholders for unpaid share money;
• authorise a buy-back of securities under section 68;
• issue securities, including debentures, in or outside India;
• borrow money;
• invest the company's funds;
• grant loans, or give a guarantee or security for loans;
• approve the financial statements and the Board's report;
• diversify the business;
• approve an amalgamation, merger or reconstruction;
• take over a company, or acquire a controlling or substantial stake in another;
• any other matter that may be prescribed.

Section 117(3)(g) pulls resolutions passed under section 179(3) into the filing duty. So a board resolution to borrow, to invest, or to issue shares may need to go to the ROC.

Two things to note.

First, the Act carves out one case. A resolution to grant loans, or give a guarantee or security for loans, under s.179(3)(f), in the ordinary course of business is not covered by that clause if it is passed by a banking company. The same carve-out reaches a class of non-banking financial company registered under Chapter IIIB of the Reserve Bank of India Act, 1934, or a class of housing finance company registered under the National Housing Bank Act, 1987, "as may be prescribed" (second proviso to s.117(3)(g), as substituted by the Companies (Amendment) Act, 2020). A normal start-up is none of these.

Second, there is a proviso that no person can inspect or obtain copies of these section 179(3) resolutions under section 399 (proviso to s.117(3)(g)). So the filing is made, but it is not opened up to public inspection in the same way.

Is there a relief for private companies?

You may have heard that private companies are exempt from some of this. Be careful. The Central Government has issued exemption notifications for private companies, such as G.S.R. 464(E) of 5 June 2015. Whether any part of those notifications touches s.117(3)(g) is something to confirm from the notification text itself. Do not assume your private company is exempt. Check the notification on the MCA portal, or ask your CA, before you skip a filing.

Section 117(1) itself makes no distinction between private and public companies. If your resolution is on the list, treat it as fileable until you have checked.

The deadline clock

The clock is thirty days from the date of passing the resolution or making the agreement (s.117(1), Companies Act 2013).

Two practical points.

• Use the real date. For a resolution passed at an adjourned meeting, the Act treats it as passed on the date it was in fact passed, never an earlier date (s.116, Companies Act 2013). Do not back-date anything to create more time.
• Count from the date of passing, not from the date of the minutes. If a postal ballot is used, the form asks separately for the date of dispatch of the notice and the date of passing (Form MGT-14, as substituted by G.S.R. 44(E) of 21 January 2023).

Put the date in your compliance calendar the day the resolution is passed. Do not wait for the minutes to be typed.

What happens if you are late

If a company fails to file within the thirty days, it is liable to a penalty of ten thousand rupees (₹10,000). If the failure continues, a further penalty of one hundred rupees (₹100) is added for each day after the first, subject to a maximum of two lakh rupees (₹2,00,000) (s.117(2), Companies Act 2013, as substituted by the Companies (Amendment) Act, 2020).

Every officer of the company who is in default, including a liquidator if there is one, is also liable to a penalty of ₹10,000, with a further ₹100 for each day after the first, up to a maximum of fifty thousand rupees (₹50,000) (s.117(2), Companies Act 2013).

So the company and the officers both carry the penalty.

Step by step: filing Form MGT-14

Rule 24 of the Companies (Management and Administration) Rules, 2014 says a copy of every resolution or agreement required to be filed, together with the explanatory statement under section 102, if any, is to be filed with the Registrar in Form MGT-14 along with the fee.

The explanatory statement is the note that went out with the meeting notice, explaining the business to be passed. If your resolution was proposed at a general meeting with such a note, it goes with the filing (s.117(1), Companies Act 2013).

Here is the working sequence.

• Pass the resolution properly. Hold the meeting or ballot, give the notice the Act requires, and record the date it was actually passed.
• Mark the thirty-day date in your calendar.
• Collect the attachments. The current form asks for a copy of the resolution or resolutions along with the explanatory statement under section 102, a copy of any agreement, and any optional attachments (Form MGT-14, as substituted by G.S.R. 44(E) of 21 January 2023).
• Open the form. Form MGT-14 is headed "Filing of Resolutions and agreements to the Registrar" and cites section 117(1) and rule 24 (Form MGT-14, G.S.R. 44(E) of 21 January 2023). The rules came into force on 23 January 2023.
• Fill the company details. Corporate Identity Number, name, registered office address and email.
• Say what you are registering. The form lets you choose resolution or resolutions, an agreement, or postal ballot resolutions under section 110.
• Give the dates. Date of passing, and date of dispatch of notice.
• Describe each resolution. Purpose, the section of the Companies Act, 2013 under which it was passed, the subject matter, whether it was passed by postal ballot, who passed it (board, shareholders, class of shareholders or creditors), and whether it was ordinary, special or by requisite majority.
• Add the special parts if they apply. For an alteration of the object clause, the form asks whether the industrial activity changes. For a voluntary winding up, it asks for liquidator details. For an agreement, it asks for the date, the section, the purpose and who adopted it.
• Attach and sign. An authorised person signs the declaration with a digital signature. The form lists the signer as a director, manager, secretary, company secretary, CEO, CFO, insolvency resolution professional, resolution professional or liquidator (Form MGT-14, G.S.R. 44(E) of 21 January 2023). The form also carries a certificate by a practising professional.
• Pay the fee and submit. Check the current fee on the MCA portal before you file.

The form also asks for the service request number of Form INC-28 and of a RUN form, where they apply (Form MGT-14, G.S.R. 44(E) of 21 January 2023).

What not to do

• Do not assume a resolution is "just internal". The list in section 117(3) is the test, not how small or routine the decision feels.
• Do not back-date. Use the date the resolution was in fact passed (s.116, Companies Act 2013).
• Do not file an incomplete copy. The form's declaration says the copy filed is a true copy of the original (G.S.R. 44(E) of 21 January 2023). Attach the complete text and the explanatory statement.
• Do not forget the articles. A resolution that has the effect of altering the articles, and every agreement covered by section 117(3), must be embodied in or annexed to every copy of the articles issued after it (proviso to s.117(1), Companies Act 2013). Update your master copy.
• Do not rely on a saved old form. Form MGT-14 was substituted by G.S.R. 44(E) of 21 January 2023. Use the portal version.

What to do now

• Next step: Go through every resolution passed in the last thirty days. Tick each one against the list in s.117(3). Prepare Form MGT-14 for each one that matches (s.117(1) and (3), Companies Act 2013; rule 24, Companies (Management and Administration) Rules, 2014).
• Deadline: Thirty days from the date the resolution was passed or the agreement was made (s.117(1), Companies Act 2013).
• Consequence of delay: ₹10,000 for the company plus ₹100 for each day after the first, capped at ₹2,00,000; and ₹10,000 for each officer in default plus ₹100 a day after the first, capped at ₹50,000 (s.117(2), Companies Act 2013).

Have a CA review your facts before you act or file.

FAQs

1. Do I file Form MGT-14 for an ordinary resolution?
Section 117(3) names special resolutions, not ordinary ones (s.117(3)(a), Companies Act 2013). An ordinary resolution is filed only if it falls into another listed head, for example a board resolution under section 179(3), or a resolution on a managing director's appointment (s.117(3)(c) and (g)).

2. Does the thirty-day count include the day of the meeting?
The Act says "within thirty days of the passing or making thereof" (s.117(1), Companies Act 2013). The text does not say how the first day is counted. File early so the point never matters.

3. Do all board resolutions go to the ROC?
No. Only the board resolutions in the list: those under section 179(3) (s.117(3)(g)) and the managing director appointment ones (s.117(3)(c)). Ordinary board decisions, such as approving a routine purchase, are not on the list unless they fall in section 179(3) or another prescribed category.

4. Can I file the same form for several resolutions?
The form asks for the number of resolutions for which it is being filed, and has a section to describe each (Form MGT-14, G.S.R. 44(E) of 21 January 2023). So one filing can cover more than one resolution, but each must be described.

5. What if the company is a private company?
Check, do not assume. The Act's wording in section 117(1) makes no distinction between private and public companies. Any exemption has to come from a notification. Confirm its exact text on the MCA portal or with your CA before you rely on it.

6. What if I missed the deadline?
File as soon as you can. The penalty keeps running day by day up to the cap, and officers in default carry their own penalty (s.117(2), Companies Act 2013).

---

See Also

• Changing our company's name: what the law needs and how it is done
• What Your Board Can Do Alone, and What Needs the Members: Sections 179-180
• Buying back your own shares (s.68): the 25% ceiling, the board-vs-members route, and the solvency paper trail