MGT-14: Filing of Board & Special Resolutions (Section 117)

What resolutions need MGT-14?

MGT-14 is filed under Section 117 within 30 days of passing certain resolutions. The MCA needs to maintain records of major decisions. Three categories require MGT-14:

1. Special Resolutions (75% majority) — All special resolutions, irrespective of subject

2. Resolutions agreed by all members — Even if not 'special', if 100% of members agreed

3. Certain Board Resolutions under Section 117(3)(c) and Section 179(3) — includes:

• Borrowing money beyond paid-up capital + free reserves
• Investing funds in companies (above certain limits)
• Granting loans/guarantees beyond limits
• Approval of financial statements and board report
• Approval of merger/amalgamation schemes
• Buy back of shares
• Diversification of business

Major resolutions ALWAYS requiring MGT-14

Common transactions where MGT-14 is mandatory:

• Change of company name (special resolution)
• Change of registered office between states (special resolution)
• Alteration of MOA — objects, capital, liability clauses
• Alteration of AOA
• Conversion of Pvt Ltd to Public (and vice versa)
• Variation of rights of shareholders
• Issue of bonus shares
• Reduction of share capital
• Approval of MGT-14 for loans/guarantees beyond Section 186 limits
• Appointment of Managing Director (in public companies)

Due date and penalty

Due date: 30 days from the date resolution is passed

Late filing fees (multiplier based on delay):

• Up to 30 days late: 2x base fee
• 30-60 days: 4x
• 60-90 days: 6x
• 90-180 days: 10x
• Above 180 days: 12x

Plus penalty on company (₹1 lakh + ₹500/day continuing default) and officer in default. Missed MGT-14 can also affect later compliance (e.g., MoA amendment without MGT-14 may be treated as invalid).

Filing process

1. Pass the resolution at Board Meeting / General Meeting per legal procedure
2. Within 30 days, fill Form MGT-14 with:
   • Type of resolution (special / unanimous member / board)
   • Subject matter
   • Date passed
   • Particulars of resolution
3. Attach:
   • Certified true copy of resolution
   • Notice of meeting and explanatory statement
   • Altered MoA/AoA (if applicable)
   • Special resolution as per Section 117
4. Sign with DSC of director + CA/CS/CMA certification (some board resolutions don't need CA cert)
5. Pay filing fee (₹200-600 based on capital)
6. Submit

Practical compliance tips

1. Maintain meeting calendar — Note all resolutions and their MGT-14 deadlines. Use a compliance calendar.
2. Bundle resolutions when possible — Multiple resolutions in same meeting can be filed in one MGT-14.
3. Have your CS review — Section 117 list is technical; misclassification leads to non-filing.
4. Check explanatory statement requirements — Section 102 requires explanatory statement for special resolutions; attach with MGT-14.
5. Always check AGM resolutions — AGM may include special resolutions (e.g., reappointing auditor for second term in public company); file MGT-14.