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.
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 circulars MCA issues — 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.