What is MGT-14?
Form MGT-14 is the statutory e-Form prescribed under Section 117(1) of the Companies Act, 2013 and Rule 24 of the Companies (Management and Administration) Rules, 2014. It serves as the official mechanism for companies to register specified resolutions and agreements with the Registrar of Companies (ROC).
Under Section 117(3), Form MGT-14 must be filed for:
- Special Resolutions: Every special resolution passed by members in an AGM, EGM, or through Postal Ballot under Section 110.
- Managing Director Agreements: Board resolutions or contracts regarding the appointment, re-appointment, or variation of terms of a Managing Director or Whole-time Director under Section 117(3)(c).
- Borrowing & Financial Powers: Resolutions passed under Section 180(1)(a) and Section 180(1)(c) by public companies consenting to borrowings beyond capital and reserves.
- Powers of Board (Section 179(3)): Board resolutions for borrowing, investing, or granting loans (applicable strictly to Public Companies; Private Companies are exempt).
- Voluntary Liquidation: Resolutions passed for voluntary winding up under Section 59 of the Insolvency and Bankruptcy Code, 2016.
Who Must File MGT-14?
Every company registered under the Companies Act, 2013 that passes a resolution or enters into an agreement falling within the purview of Section 117(3) must file Form MGT-14. This includes:
- Public Limited Companies (Listed & Unlisted): Must file for all special resolutions and routine Section 179(3) board resolutions.
- Private Limited Companies: Must file for all special resolutions, MD/WTD agreements, and Section 186(3) inter-corporate investment resolutions. Exempt from routine Section 179(3) board resolutions per Notification G.S.R. 464(E).
- One Person Companies (OPCs) & Small Companies: When passing relevant special resolutions.
- Section 8 Companies & Producer Companies: Upon passing qualifying resolutions.
MGT-14 Due Date & Timeline
Statutory 30-Day and 60-Day Filing Windows
Pursuant to Section 117(1), Form MGT-14 must be filed with the Registrar within:
- Standard Companies: Strictly within 30 calendar days from the date of passing of the resolution or entering into the agreement.
- IFSC Companies: Within 60 calendar days pursuant to MCA Notifications G.S.R. 8(E) and G.S.R. 9(E) dated 4th January 2017.
The filing clock starts on the calendar date following the date of the meeting. Filing on or after Day 31 (or Day 61 for IFSC) automatically triggers Table B additional fees.
Consequences of Late Filing MGT-14
Dual Consequences of Belated Filing
A delayed Form MGT-14 triggers two distinct financial and legal liabilities:
1. MCA V3 Table B Additional Fees
Escalating multipliers on the Table A base fee: Up to 30 days: 2×; 31 to 60 days: 4×; 61 to 90 days: 6×; 91 to 180 days: 10×; beyond 180 days: 12× normal fee. For filings delayed beyond 300 days, Central Government condonation under Section 460(b) in Form CG-1 is mandatory before filing.
2. Section 117(2) Civil Penalties
ROC adjudication penalties under Section 454: The company is liable to ₹10,000 + ₹100/day (max ₹2,00,000); every officer in default is liable to ₹10,000 + ₹100/day (max ₹50,000). Eligible Small Companies and Startups receive Section 446B relief (50% reduced penalty).