Which resolutions are filed in Form MGT-14?
Form MGT-14 files the resolutions and agreements that section 117 requires, within 30 days of the resolution or the agreement. Every company files a special resolution. A private company does not file a board resolution under section 179(3) only because the board has passed it.
What does the form carry?
Section 117(3) lists what is filed. The list includes special resolutions, resolutions that all the members have agreed and that would otherwise have needed to be special resolutions, and resolutions or agreements of a class of members that the Act requires. It also includes a board resolution or agreement on the appointment, reappointment, or variation of the terms of a managing director. It includes board resolutions passed under section 179(3), except where a company is exempt from that filing.
Which resolutions does every company file?
A special resolution is filed whether the company is private or public. A change of the company’s name under section 13 is one. Alteration of the articles is another. A buy-back under section 68 is another. The name resolution, and the further form that seeks approval of the new name, are on the name-change page. Agreeing the same item in writing, where the Act says every member must agree, does not skip the form when section 117 still lists that agreement.
Which board resolutions does a public company file?
A public company files the board resolutions section 179(3) names, including a call on shareholders, an issue of securities, a borrowing, an investment, a loan or guarantee, approval of the financial statement and the board’s report, and appointment or removal of key managerial personnel. A private company is exempt from filing those board resolutions. The exemption does not exempt the private company from a special resolution that a different section still requires.
Section 180, which limits a sale of the undertaking and a borrowing beyond paid-up capital and free reserves, does not apply to a private company. A public company that needs the special resolution under section 180 files that resolution. How a board meeting is called is on the board-meetings page. The meeting is not the filing.
What if the form is late?
The thirty days run from the passing of the resolution or the making of the agreement. The filing carries the government fee, and a delay draws an additional fee. Section 117(2) adds a penalty. The company pays ₹10,000 and ₹100 for each day the failure continues, subject to a maximum of ₹2 lakh. Every officer in default pays ₹10,000 and ₹100 for each day after the first, subject to a maximum of ₹50,000.
Frequently asked questions
Four questions cover a private company’s board, a change of name, section 180, and the thirty days.
Does a private company file every board resolution?
No. A private company is exempt from filing board resolutions passed under section 179(3). It still files a special resolution.
Is a change of name only a board matter?
No. A change of name needs a special resolution, and that resolution is filed in MGT-14. The board’s decision to call the meeting is not a substitute for the special resolution.
Does section 180 apply inside a private company?
No. The restrictions in section 180, including the borrowing limit that needs a special resolution, do not apply to a private company. A public company that crosses that limit does pass the special resolution and files it.
Is thirty days counted from the filing fee?
No. The thirty days run from the date the resolution is passed or the agreement is made. The filing carries the government fee, and a delay draws an additional fee.
Sources
The resolutions and agreements that are filed are section 117 of the Companies Act, 2013. The form is MGT-14. A private company is exempt from filing board resolutions under section 179(3).