List of Resolutions Required to Be Filed With ROC in Form MGT-14
A Comprehensive Thesis
Form MGT-14 is a critical compliance filing under the Companies Act, 2013. It is used for submitting resolutions and agreements passed by the Board of Directors or shareholders to the Registrar of Companies (ROC). The purpose of MGT-14 is to maintain transparency, ensure regulatory oversight, and preserve statutory records of major corporate decisions. Filing resolutions in MGT-14 ensures that key decisions—especially those affecting the company’s structure, capital, governance, borrowings, and strategic operations—are properly documented and available for inspection. Failure to file required resolutions attracts significant penalties, making compliance essential for companies of all sizes.
Section 117 of the Companies Act, 2013 mandates companies to file certain board resolutions, special resolutions, and specified agreements with the ROC within a prescribed timeline. These resolutions, when filed, become part of the public record, reinforcing accountability in corporate governance. Not all decisions require filing—only those specifically listed in the Act or deemed significant in terms of corporate structure or management.
Resolutions required to be filed fall broadly under three categories:
- Special Resolutions
- Certain Board Resolutions specified under Section 179(3)
- Resolutions agreed to by any class of members or creditors
Each category serves a distinct regulatory purpose and reflects the legal importance of the decisions they embody.
Special resolutions, due to their high significance, must always be filed in MGT-14. Major decisions requiring special resolutions include:
- Alteration of Memorandum of Association (MOA)
- Alteration of Articles of Association (AOA)
- Change of Company Status
- Reduction of Share Capital
- Approval of Scheme of Amalgamation or Merger
- Buy-back of Shares
- Issue of Securities
- Borrowing Limits
- Disposal of Undertaking
- Keeping Books of Accounts at a Place Other Than Registered Office
- Change in Objects for Raised Money
- Related Party Transactions (RPTs)
- Remuneration to Directors & KMP in Certain Cases
- Approval for Issue of Sweat Equity Shares
Special resolutions are the most commonly filed category under MGT-14, as they reflect major decisions shaping the company’s legal and financial structure.
Although most board resolutions do not require filing, Section 179(3) lists specific decisions that demand MGT-14 filing due to their importance.
- To Make Calls on Shareholders
- To Authorise Buy-Back of Securities
- To Issue Securities
- To Borrow Money
- To Invest Company Funds
- To Grant Loans, Provide Guarantees, or Give Securities
- To Approve Financial Statements and Board’s Report
- To Diversify Business
- To Approve Amalgamation, Merger, or Reconstruction
- To Take Over a Company or Acquire a Controlling Stake
If creditors or a specific class of shareholders agree to a resolution binding upon the company—such as restructuring arrangements—that resolution must also be filed. Examples include arrangement with creditors, compromise schemes and class-specific voting outcomes.
Some agreements binding the company must be filed even if not explicitly in resolution form. These may include formal agreements modifying company structure, contracts approved through special resolution, and shareholders’ agreements requiring regulatory acknowledgment.
Private companies benefit from several exemptions. Certain board resolutions need not be filed by private companies, reducing compliance burden. However, special resolutions must always be filed, irrespective of company type.
The procedure involves: drafting the certified copy of the resolution, attaching explanatory statements for special resolutions, filing MGT-14 within 30 days of passing the resolution, attaching altered MOA/AOA where relevant, payment of prescribed filing fees, and ensuring proper documentation and accuracy.
Non-compliance leads to monetary penalties on the company, penalties on officers in default, additional fees for delayed filing, and possible scrutiny or adverse compliance rating. In severe cases, inability to prove resolutions may invalidate corporate decisions.
MGT-14 enhances transparency in major corporate decisions, regulatory oversight, stakeholder trust, and validity and enforceability of corporate actions. It ensures that decisions affecting capital structure, liabilities, corporate strategy, and shareholder rights are properly recorded and accessible.
Form MGT-14 is a cornerstone of corporate compliance under the Companies Act, 2013. By requiring filing of key resolutions and agreements, the law ensures accountability, transparency, and structured record-keeping. Whether altering share capital, approving mergers, borrowing funds, or shifting corporate strategy, companies must file relevant resolutions to comply with statutory requirements. A strong understanding of what must be filed helps companies avoid penalties, maintain governance standards, and uphold stakeholder trust.