/ ROC Form Checklist · Updated 2026-10-22

Form MGT-14 Board / Shareholder Resolution Filing India 2026, 30-day ROC resolution reporting.

Form MGT-14 is mandatory ROC filing for specified board + shareholder resolutions within 30 days of passing. Section 117 Companies Act 2013 + Rule 24 Companies (Management and Administration) Rules 2014. Covers specified resolution types requiring ROC reporting. Here's the complete 2026 filing checklist.

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Written by CA Durgesh Chavda

Chartered Accountant (ICAI) · Founder, Bharat Quantum Prospera · US incorporation, India-US DTAA, FEMA ODI, NRI taxation, cross-border structuring · LinkedIn

/ Resolutions requiring MGT-14

Specific triggers.

Specific board resolutions (Section 117(1)(b)): calls on partly paid shares, buyback approval, grant of loan / guarantee / security to related party above threshold, borrowing (Section 180), issue of debentures.
Specific board resolutions (Section 179(3)): borrowing exceeding paid-up + free reserves, investment / loan given > threshold, approving financial statements, appointment / removal of KMP, prospectus approval.
Special resolutions (Section 117(1)(c)): all special resolutions require MGT-14 (resolutions requiring 75%+ vote - MOA / AOA amendment, change of registered office outside state, voluntary winding up, specific other matters).
Not all resolutions require MGT-14: ordinary business, standard dividend declaration, routine committee delegations do NOT need MGT-14.

/ 30-day filing deadline

The clock.

Form MGT-14 due within 30 days of passing the resolution.
Attach: certified copy of resolution + explanatory statement + annexures.
DSC of director / company secretary who signs.
Late fee: 2x normal fee + delay-period multiplier under MCA Fee Rules.
Section 117(2): company + every officer in default fine up to INR 10 lakh.

/ Common MGT-14 scenarios

Where it comes up.

Change of registered office outside state (special resolution + MGT-14 + INC-23).
MOA / AOA amendment (special resolution).
Buyback approval (board resolution).
Section 180 borrowing exceeding paid-up + free reserves + securities premium.
Preferential allotment (special resolution + PAS-3 share allotment).
Issue of debentures.
Appointment / removal of CEO / CFO / Managing Director / Company Secretary.
Voluntary winding up resolution.

/ Compliance workflow

Step-by-step.

Pre-meeting: identify whether resolution needs MGT-14 (consult Section 117 + 179 + special resolution list).
Draft resolution text + explanatory statement.
Hold board / general meeting + pass resolution.
Certified copy of resolution signed by director + company secretary.
Prepare Form MGT-14 with annexures.
DSC apply + file via MCA v3 portal within 30 days.
Preserve filing acknowledgement + resolution copy 8+ years.
If related matters trigger other forms (INC-23 for registered office change, PAS-3 for allotment, DIR-12 for director change): file concurrently.

Last updated: 2026-10-22.

/ Ready when you are

Board / special resolution passed? Form MGT-14 in 30 days.

Resolution drafting + certified copy + MGT-14 + related form coordination. BQP integrated CS services.

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FAQ

Common questions, answered.

Which resolutions require Form MGT-14?

Section 117 Companies Act specifies: specific board resolutions under 179(3), all special resolutions, specific resolutions under 117(1)(b). Includes MOA/AOA amendment, change of registered office outside state, buyback, borrowing above Section 180 limit, preferential allotment, debenture issue, KMP appointment, voluntary winding up. Not all board / ordinary resolutions need MGT-14.

What's the deadline for MGT-14 filing?

30 days from passing the resolution. Late fee: 2x normal + delay-period multiplier under MCA Fee Rules. Section 117(2) penalty: company + every officer in default up to INR 10 lakh.

Can I file MGT-14 for multiple resolutions in one form?

Yes - multiple related resolutions passed in same meeting can be filed in one Form MGT-14 with multiple annexures. Example: AGM special resolution + specific board resolution on same topic can be combined. Each resolution attached as separate annexure.

What's the penalty for missing MGT-14?

Section 117(2): company fine INR 1-5 lakh per failure + every officer in default INR 25,000-5 lakh (minimum penalties post Companies Amendment Act 2020). Also default by directors blocks subsequent MCA filings until resolved. Materially higher than most Companies Act penalties.

Does the resolution need to be certified by CS?

Yes - certified true copy of resolution signed by director + Company Secretary (if company has CS). For companies without CS, director signs + specifies company doesn't have CS. ICAI UDIN for CS where applicable.

Does BQP file MGT-14 for board / special resolutions?

Yes - integrated with standard CS services. Resolution drafting + explanatory statement + MGT-14 preparation + MCA v3 portal filing within 30-day deadline + related form coordination (INC-23, PAS-3, DIR-12). Standard engagement for mid-size + large companies. WhatsApp +91 78018 87130.