Important Keywords: Form MGT-14, MGT-14 under Companies Act 2013, MGT-14 due date, MGT-14 filing fees, purpose of MGT-14, Documents required for MGT-14, How to file MGT-14 on MCA portal, MGT-14 penalty, Section 117 Companies Act.
Words: 3,128, Read time: 17 minutes.
Last Updated: MAY 2026 (As per latest MCA amendments).
Table of Contents
Overview
Form MGT-14 is a Form that companies in India file with the Ministry of Corporate Affairs (MCA) to inform the government about important decisions taken by the company. It is mainly required when the company passes a special resolution or certain board resolutions, especially when there is any change in the company’s internal rules mentioned in the Memorandum of Association (MOA) or Articles of Association (AOA).
In other words, whenever a company makes a major decision that affects its structure, rules, or management, it must report that decision to the MCA by filing Form MGT-14. The form must be filed within 30 days from the date the resolution is passed.
If the company does not file the form within 30 days, it can still file the Form later by paying additional fees as prescribed under the Companies (Registration Offices and Fees) Rules, 2014. However, if the company fails to file the required document even after the delay, the company and its officers may face additional Fees under the Companies Act, 2013. Therefore, filing Form MGT-14 on time helps the company stay legally compliant and avoid extra amount.
What is Form MGT-14 under the Companies Act, 2013?
Under Section 117(1) of the Companies Act, 2013, a company must file Form MGT-14 with the Registrar of Companies (ROC) when certain resolutions are passed in a meeting. The Form must be filed within 30 days of passing the resolution. However, not every resolution requires filing. Generally, some board resolutions mentioned under Section 179(3) need to be filed, but private companies may have certain exemptions under Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014.
In simple terms, whenever a company takes an important decision that affects its rules, structure, or management, it must inform the ROC by filing MGT-14. However, routine business activities, such as giving loans or guarantees in the normal course of business, usually do not require filing.
Example: If a company decides to change its internal rules, it must file MGT-14 within 30 days. But regular activities like giving loans or guarantees in the normal course of business generally do not require this filing.
When is MGT-14 required to be filed?
Not every company decision requires filing MGT-14. However, filing is generally required when a resolution significantly impacts the company’s structure, capital, ownership, or financial position.
For example, if the company changes its Memorandum of Association (MOA) or Articles of Association (AOA), issues new shares (including sweat equity), approves an Employee Stock Option Plan (ESOP), undertakes a merger or restructuring, converts from a private company to a public company (or vice versa), borrows beyond its prescribed limits, or decides on voluntary or tribunal-ordered winding up — such decisions usually require filing MGT-14 with the ROC.
Before filing, it is important to correctly identify whether the decision is an Ordinary Resolution, Special Resolution, or Board Resolution, as proper classification is necessary for accurate compliance.
What is the Purpose of filing Form MGT-14?
The main purpose of filing Form MGT-14 is to inform the Registrar of Companies (ROC) about important decisions taken by a company through board resolutions or special resolutions. Filing this form ensures transparency in corporate governance and allows the government to maintain an official record of significant company decisions such as amendments to the Memorandum of Association or Articles of Association.
Documents Required for Filing MGT-14
While filing Form MGT-14 on the MCA Portal, the company needs to upload the following attachments:
- Signed copy of the resolution / Agreement
- Explanatory statement under Section 102 (if applicable)
- Fee payment as prescribed
- Any attachments that affect the Articles of Association
How to Download MGT-14 Form from MCA Portal?
You can download MGT-14 Form by following the steps below:
Step 1: Visit the official MCA website. (i.e. https://www.mca.gov.in)
Step 2: Log in using your User ID and password.
Step 3: After logging in, go to the MCA Services tab.
Step 4: Then click on Company e-Filing, then select Compliance Services. From the list, choose “MGT-14 – Resolutions and Agreements u/s 117.”
Step 5: The MGT-14 Form will open on a new page. Download and save it in PDF format. Once downloaded, you can fill out the Form and upload it on the MCA portal for filing.
Step‑by‑Step Process to File MGT-14 on MCA Portal
When you need to file Form MGT-14 on MCA Portal, Follow the below steps:
1. Visit the MCA Portal
First you need to access the MCA official website i.e. Ministry of Corporate Affairs (MCA).
2. Log in with your Credential ID & Password
Now, click the Login button at the top right of the homepage. Enter your username and password, then click Login to access your account. If you don’t have an account yet, click Register and follow the steps to create one.
3. Download the MGT-14 Form
Now, you need to download the MGT-14. You can follow the instructions mentioned in the previous section of this blog post to download the MGT-14 form.
4. Fill out the Form with accurate details
Now, fill out the form with all the required details, such as company information, resolution details, and any explanatory statements. Don’t forget to complete all mandatory fields and attach the necessary documents before submitting.
5. Select "Upload e-Forms" Section
You must go to MCA Services, then e-Filing, and click on the “Upload e-Forms” there you will find section to “Upload e-Forms”.
6. Click on Normal Forms
Now, choose “Normal Forms” so that you can upload the standard forms. Thereafter, click on the “Browse” button to locate and choose your saved Form MGT-14 from your device.
7. Upload MCA 14 Form
After selecting the form, click “Upload”. The MCA system will check the Form for errors. During this process, make sure your internet connection is stable to avoid any interruptions.
8. Generation of SRN
After you successfully upload the form, the system will automatically generate a Service Request Number (SRN). This SRN is unique to your submission, so make sure to note it down or save it. You’ll need it later to make the payment and track the progress of your form.
9. Form MGT-14 Fee Payment
Go to the “Payments” section on the MCA portal. Enter the SRN generated after uploading the form. Choose your preferred payment method, such as debit card, credit card, or net banking, and complete the payment. Make sure to save the payment confirmation for your records.
10. Confirmation of Submission
A confirmation message will appear on the screen following a successful payment. Additionally, an acknowledgement receipt verifying the submission and payment of Form MGT-14 will be sent to your email address.
11. Form Processing
After the payment is confirmed, the ROC will start processing your form. You can use the SRN on the MCA portal to track the status of your submission anytime.
Due Date for Filing MGT-14
Under Section 117(1) of the Companies Act, a company must file Form MGT-14 with the Registrar of Companies (ROC) within 30 days of passing a resolution or entering into an agreement.
Need help related to filing Form MGT-14: Drop your queries at Finodha.in
Filing Fees for MGT-14
Filing fees for Form MGT-14 are based on the company’s share capital:
| Nominal Share Capital | Fee applicable |
| Up to ₹1,00,000 | ₹200 |
| ₹1,00,000 – ₹4,99,999 | ₹300 |
| ₹5,00,000 – ₹24,99,999 | ₹400 |
| ₹25,00,000 – ₹99,99,999 | ₹500 |
| ₹1,00,00,000 or more | ₹600 |
What is the fee for a company without share capital?
For companies that don’t have any share capital, the fee is ₹200 for every document they file.
Additional Fees
| Period of delay | All forms |
| Up to 30 days | 2 times of normal fees |
| More than 30 days and up to 60 days | 4 times of normal fees |
| More than 60 days and up to 90 days | 6 times of normal fees |
| More than 90 days and up to 180 days | 10 times of normal fees |
| More than 180 days | 12 times of normal fees |
Additional fees will apply if the form is filed more than 30 days after the event date. However, for IFSC companies, additional fees will be charged only if the form is filed after 60 days from the event date.
Penalty for Late Filing of MGT-14
If a company fails to file Form MGT-14 within the prescribed time, the form may still be filed later with additional fees under Section 403 of the Companies Act, 2013. However, such failure to file the required resolution attracts penalties under Section 117(2), where the company is liable to a penalty of ₹10,000 and a further ₹100 per day of continuing default (subject to a maximum of ₹2,00,000). Every officer in default is also liable to a penalty of ₹10,000 and a further ₹100 per day of continuing default (subject to a maximum of ₹50,000).
Case Study: Non-Filing of MGT-14 and Penalty under the Companies Act, 2013
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Patna
ROC-cum-Official Liquidator, Ministry Of Corporate Affairs, High Court Of Patna, Maurya Lok Complex, Block “A” 4th Floor, Dak Bungalow Road, Patna, Bihar, India, 800001 Phone: 0612-2950121 E-mail: roc.patna@mca.gov.in
Order ID: PO/ADJ/02-2026/PT/01545 | Dated: 13/03/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 117(2) OF THE COMPANIES ACT, 2013.
Case Title: Sankalp Pariwar Infrastructure Services Limited.
Fact of this case: The case is about Sankalp Pariwar Infrastructure Services Limited. The company had to file Form MGT-14 after its Board of Directors approved the financial statements for the financial year 2015–16.
The approval was done in the board meeting held on 29 August 2016. As per law, this form should have been filed within 30 days, but the company did not file it.
Even after receiving notices in December 2025 and January 2026, the company and its directors did not reply or take any action.
Issues involved:
- The issues in this case were that the company did not file Form MGT-14 on time, which is a violation of Section 117(1) of the Companies Act, 2013.
- The company also did not follow the rules related to approval of financial statements under Section 179(3)(g), which is also covered under Section 117(2).
- After this, the Adjudicating Officer issued a Show Cause Notice asking the company to explain the default, but the company and its directors ignored the notice and did not respond.
Order and Penalty by the Adjudicating Officer
The Adjudicating Officer imposed penalties as follows:
- Company: ₹2,00,000
- Directors (3 individuals): ₹50,000 each, namely Amar Nath Kumar, Praveen Kumar, and Amrita Sinha.
Total penalty imposed: ₹3,50,000
No additional per-day penalty was levied.
Further, the company and its directors were directed to file the pending Form MGT-14 and pay the penalty amount within 90 days from the date of receipt of this order.
Lessons: This case serves as an example for companies and directors about the importance of timely statutory filings. It shows that corporate compliance is not optional—even a single missed filing can result in heavy penalties.
Special Resolution means?
A special resolution means is a decision taken by the shareholders of a company for important matters. It is passed when at least 75% of the shareholders who vote agree with the decision.
This type of resolution is usually used for major changes in the company, such as changing the Memorandum of Association (MOA), changing the Articles of Association (AOA), changing the company’s name, or reducing share capital.
For example: if a company wants to change its name or amend its Articles, the shareholders must approve it by passing a special resolution in a meeting. In many cases, the company must also file Form MGT-14 with the Ministry of Corporate Affairs (MCA) to inform the government about the decision.
Conclusion
In this article, we’ve explained everything about Form MGT-14 - what it is, when it needs to be filed, due dates, penalties, and how to file it online. If a company misses the 30-day deadline, the Form can still be filed later with additional fees under Section 403 of the Companies Act, 2013 by paying additional fees along with the normal filing fees. In some cases, the company may also face additional penalties, so it is always best to file the Form on time.
Disclaimer: The information in this article is for general purposes only and may not fit your personal situation. It is not legal, financial, or professional advice, and you should not rely on it as such. Before making any decisions, consider if this information applies to you and, if needed, get advice from a professional. The information is correct at the time of publication. While we have tried to ensure it is accurate, Finodha.in is not responsible for any loss or damage caused by using this information.
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Hi, Go On, Tell Us What You Think about the Form MGT-14 filing! Did we miss something to explain in this Article? Come on! Tell us what you think about our article in the comment/e-mail section.FAQs: Get answers to all your queries!
Question. What is the purpose of filing MGT-14?
Answer. The main purpose of filing this Form is to bring transparency and accountability in the company’s governance and to inform the ROC about important resolutions passed by the company.
Question. Is MGT-14 required to be filed for a rights issue?
Answer. MGT-14 is only required for a rights issue if a special resolution is passed in connection with it.
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Question. What forms are filed for resignation of company secretary?
Answer. When company secretary resigns, they need to submit resignation → Board resolution → file DIR-12 Forms.
Question. Do we need to file MGT-14 for appointment of company secretary?
Answer. No, filing Form MGT-14 is not required at the time of appointment of a Company Secretary.
Question. Is MGT-14 mandatory?
Answer. Yes, we can say that its mandatory to filing MGT-14 so that it brings transparency in Governance of the company.
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Question. How do I resign as corporate secretary?
Answer. You resign by giving a formal letter to the Board, they accept it in a meeting, and the company files the necessary legal Form with the authorities.
Question. What are the documents required while resigning from a company?
Answer. At the time of resignation, you need the following documents: -
Resignation Letter-Relieving Letter- Experience Letter -Clearance Form -Final Settlement Documents-Handover Certificate.
Question. What is Form MGT-14 used for?
Answer. The purpose of MGT-14 is to inform the Registrar of Companies about important decisions taken by the company.
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Question. What is the penalty for not filing MGT-14?
Answer. If a company does not file MGT-14 on time, the Companies Act, 2013 imposes a penalty. The company itself can be fined ₹1,00,000, and each officer responsible, like the directors or company secretary, can be fined ₹50,000. This penalty is meant to ensure companies follow the rules and maintain transparency in corporate governance. It is a fixed penalty, not a daily late fee, so filing MGT-14 on time is important to avoid getting fined.
Question. What is the purpose of the Companies Act 2014?
Answer. The main purpose of the Companies Act, 2014 is to protect the interests of shareholders, creditors, and other stakeholders involved in a company. It lays down clear rules regarding the duties and responsibilities of directors, financial reporting, compliance requirements, and the overall management of companies. The Act also simplifies and consolidates earlier company laws, making them easier to understand and implement in practice.
Question. Is MGT-14 required for AGM?
Answer. You don’t need MGT-14 just because you held an AGM. It’s only required if a special resolution is passed in that AGM.
Question. Is MGT-14 required for board resolutions?
Answer. Yes, as per the Companies Act, 2013 under Section 179(3), Form MGT-14 is required to be filed for certain specified board resolutions, but routine board decisions taken in the normal case of business generally do not require filing this form with the Registrar of Companies (ROC).
Question. Is MGT-14 required for private companies?
Answer. Yes, a private company must file Form MGT-14 in cases such as changes to its MOA/AOA, issuing shares, or other major resolutions, but routine day-to-day business decisions do not need to be filed with the ROC.
Question. What happens if MGT-14 is not filed?
Answer. If MGT-14 isn’t filed on time, the company and its responsible officers can face fines, so it’s best to file on time to avoid penalties.
Question. Can MGT-14 be filed after 30 days?
Answer. Yes, MGT-14 can be filed after 30 days of passing the resolution, but the company must pay late fees for the delayed filing.
Question. Is MGT-14 required for appointment of directors?
Answer. No, Form MGT-14 is not required for the appointment of directors. This Form is only required for special resolutions or major decisions, like changing the MOA/AOA, issuing shares, or other important corporate matters.
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