27 October 2026 · Updated 27 October 2026
By Avil Rakshith Salins, Practising Company Secretary
Form MGT-14: filing of resolutions
In short
A company files every special resolution, and the other resolutions listed in section 117(3), with the Registrar in Form MGT-14 within 30 days, with the explanatory statement. A private company that is up to date on its financial statements and annual returns does not file board resolutions under section 179(3). Late filing can cost ₹10,000 plus ₹100 a day.
Which resolutions are filed
Under section 117(3) of the Companies Act, 2013:
| Clause | Resolution or agreement | Private company? |
|---|---|---|
| (a) | Special resolutions | Yes |
| (b) | Resolutions agreed to by all members that would otherwise need a special resolution | Yes |
| (c) | Board resolutions or agreements on appointing, reappointing or varying the terms of a managing director | Yes |
| (d) | Resolutions agreed to by a class of members that bind the class | Yes |
| (f) | Resolutions for voluntary winding up | Yes |
| (g) | Board resolutions under section 179(3), such as issuing securities, borrowing, approving financial statements and the board's report | No, if not in default in filing financial statements or annual returns (G.S.R. 464(E), 5 June 2015) |
| (h) | Any other resolution or agreement prescribed and placed in the public domain | As prescribed |
Common private company examples
Altering the articles or memorandum, an EGM resolution approving a private placement, approving loans or investments above the section 186 limits by special resolution, and the board resolution fixing the managing director's terms.
Time limit and attachments
Within 30 days of the resolution, with a certified copy of the resolution and the explanatory statement under section 102 annexed to the notice of the meeting (section 117(1)).
Penalty
Section 117(2), as amended from 21 December 2020: ₹10,000 on the company plus ₹100 a day, up to ₹2 lakh; ₹10,000 on each officer in default plus ₹100 a day, up to ₹50,000. The late filing also pays the additional fee.
Frequently asked questions
General information on the law as on 26 October 2026, not advice on any particular matter. Check the current MCA form and instruction kit before filing.