Form MGT-14 puts a company’s important resolutions on the public record within 30 days of passing them. Every company — private included — files its special resolutions: altering the MOA or AOA, moving the registered office beyond local limits, buy-backs, sweat equity, ESOP schemes, private placements, and more. Public companies additionally file their section 179(3) board resolutions.
The two things filers get wrong: assuming the private-company exemption covers everything (it covers board resolutions only, and lapses if the company is in default on its annual filings), and missing that a private placement’s special resolution must be filed here before PAS-3 will go through — the allotment return asks for the MGT-14 SRN.
What must be filed — and by whom
- All companies: every special resolution — MOA/AOA alterations, registered-office shifts beyond local limits, buy-back under section 68, sweat equity, ESOPs, private placement under section 42, reduction of capital, borrowing beyond paid-up capital plus free reserves (section 180(1)(c)), sale of an undertaking, and similar matters — plus certain agreements under section 117(3).
- Public companies only: board resolutions under section 179(3) — calls on shares, buy-back authorisation, issuing securities, borrowing, investing, loans and guarantees, approving financial statements and the Board’s report, diversification, mergers, takeovers — plus Rule 8 items such as political contributions and KMP or internal/secretarial auditor appointments.
- Private companies are exempt from filing those board resolutions (notification of 5 June 2015) — but the exemption is lost while the company is in default on filing its financial statements or annual return. Special resolutions are never exempt.
Attachments
- Certified true copy of the resolution with the section 102 explanatory statement.
- The agreement, where an agreement is being filed.
- The altered MOA and/or AOA whenever the resolution changes them.
Fees, penalties and the 300-day wall
Normal fee is the ₹200–₹600 slab with the standard 2x–12x ladder. Section 117(2) adds an adjudicated penalty for non-filing: ₹10,000 plus ₹100 per day on the company (capped at ₹2 lakh) and on every officer in default (capped at ₹50,000). And there is a hard procedural wall: beyond 300 days of delay, the additional-fee route closes — the form demands a condonation first (CG-1 application, penalty paid per the order, the order filed in INC-28, and only then MGT-14 quoting that SRN).
How to file MGT-14 on MCA V3
- Pass the resolution with proper notice and explanatory statement; have it certified.
- Log in to MCA V3 → Company e-Filing → MGT-14; enter the CIN, meeting date, resolution type and the relevant section 117(3)/179(3) category.
- Attach the certified resolution and explanatory statement, plus the altered MOA/AOA where relevant.
- Affix the DSC of the director, CS or KMP with professional certification where required, submit and pay.
- Keep the approved SRN — PAS-3, INC-22 and SH-7 filings downstream will ask for it.
Filing voluntarily as a private company
Nothing stops a private company from filing board resolutions it is exempt from — and lenders often want borrowing and security resolutions on the public record. Voluntary MGT-14 is common and harmless. One nuance the other way: private companies are exempt from section 180 itself, so the borrowing-limits special resolution that public companies file is simply not required of them.
How this date is calculated (and why other sites say a day earlier)
The Companies Act sets this deadline as a number of days measured from an event — the AGM, the incorporation date, the board meeting. How those days are counted is not left to convention: section 9 of the General Clauses Act, 1897 governs it for every Central Act. Where a period runs from a day, that first day is excluded. Where it runs to a day, the last day is included.
So for a company holding its AGM on the statutory last date of 30 September 2026, the thirty days begin on 1 October, not on 30 September. Day 30 falls on 30 October 2026.
Many commercial compliance sites publish 29 October for the same fact. That comes from counting the AGM day itself as day one — inclusive counting, which section 9 rules out. It is a single day, and a single day is the difference between an on-time filing and ₹100 per day running from the first.
If your AGM is held earlier than 30 September, the deadline moves with it — thirty days from the day after your actual AGM. Our ROC due-date calculator does the arithmetic from your AGM date.
Primary sources
The dates and fees on this page are read off the statute and the MCA’s own published forms, not copied from other guides. You can check every one of them:
- General Clauses Act, 1897 — section 9 (commencement and termination of time)
- Companies Act, 2013 — full text (India Code)
- MCA — company forms and downloads
- MCA — official portal
Verified against the Companies Act, 2013 / LLP Act, 2008, MCA rules and circulars as of 31 July 2026. Your exact position depends on your entity and any notifications or circulars issued since — we confirm it for you, and always recommend checking the official MCA portal. CapEasy is a private consultancy and is not affiliated with any government authority. This page is a guide, not legal advice.