Form MGT-14: which board and special resolutions must reach the ROC within 30 days

Last updated 23 Oct 2026 · India

Short answer. Under section 117 of the Companies Act 2013, a company must file every special resolution, and the board resolutions and agreements listed in section 117(3), with the Registrar in Form MGT-14 within 30 days of passing them. A private company does not have to file board resolutions passed under section 179(3) (for example borrowing, investing funds, approving financial statements), but it still files its special resolutions. Late filing carries additional fees on the MCA V3 portal and a penalty under section 117(2).

What usually goes in MGT-14

Resolution	Typical example	Private company?
Special resolutions (s.117(3)(a))	Alter articles, change name, shift registered office between states, approve loans to directors under s.185	Must file
Resolutions agreed by all members that would otherwise need a special resolution (s.117(3)(b))	Unanimous members' consent in writing	Must file
Board resolutions under s.179(3)	Borrow money, invest funds, approve financial statements and board report, grant loans	Exempt
Appointment or variation of terms of a managing director (s.117(3)(c))	MD appointment	Must file where the section applies

Common mistakes

Counting 30 days from the wrong date. The clock starts on the date the resolution is passed, not the date minutes are signed.
Attaching the notice without the explanatory statement required by section 102 for special business.
Filing board resolutions a private company is exempt from, then missing the special resolution that actually needed filing.
Doing the event form first. Changes such as alteration of articles or name need the MGT-14 approved or filed alongside the event form; a mismatch is a common resubmission reason.

Checklist

Certified true copy of the resolution
Notice of meeting with explanatory statement
Altered MoA/AoA, if any
Filed in MGT-14 within 30 days of the meeting

Frequently asked questions

What is the time limit for filing MGT-14?

30 days from the date the resolution is passed (section 117(1) of the Companies Act 2013).

Does a private company file board resolutions in MGT-14?

Not for board resolutions under section 179(3); private companies are exempted from filing those. Special resolutions still have to be filed.

What happens if MGT-14 is filed late?

The MCA portal charges additional fees by delay, and section 117(2) provides a penalty on the company and officers in default.

Official sources

Not tax or legal advice. This is a free explainer of public rules; deadlines and rules can change by notification, so confirm on the official portal or with your CA before you file. Last checked 23 Oct 2026.

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