Form MGT-14 is the web form filed with the Registrar of Companies (RoC) for registration of resolutions and agreements passed by a company. It is governed by Section 117(1) of the Companies Act, 2013 read with Rule 24 of the Companies (Management and Administration) Rules, 2014.

A company, or an Interim Resolution Professional (IRP)/Resolution Professional (RP)/Liquidator (in case of a company under CIRP or liquidation), must file certain resolutions and agreements with the RoC within 30 days of the Board/Shareholders’ meeting at which they were passed, or of the making of the agreement (60 days for an IFSC company).

Note: MGT-14 cannot be filed for any other purpose alongside ‘Change of address of registered office resulting in change of State’ or ‘Alteration in memorandum for change in name’ — these purposes must be filed standalone.

Who Should File MGT-14 / When is it Filed

  • Any company that has passed a Board resolution, Special Resolution, Ordinary Resolution (in specified cases), or a resolution by postal ballot under Section 110 that is required to be registered with the RoC
  • Companies that have entered into agreements required to be filed under the Companies Act, 2013 (e.g., agreements not in the ordinary course of business referred to in Section 117)
  • An IRP, RP, or Liquidator filing on behalf of a company under Corporate Insolvency Resolution Process (CIRP) or liquidation
  • Filing is triggered by one or more of: passing of a resolution, passing of a postal ballot resolution, or the making of an agreement — the filing window runs from the date of the earliest such event

Important Checkpoints Before Filing

  • Applicant must be registered as a Business User on the MCA portal
  • The company must be registered with MCA and hold a valid CIN
  • Signatories must have an approved DIN, valid PAN, or valid Membership Number as applicable
  • The business user must be associated with, or authorised by, the company (for other business users)
  • DSC used must be registered on the MCA portal against the DIN/PAN/Membership Number entered in the form, and must be valid, non-expired, and non-revoked
  • Dates entered for passing of resolution(s)/postal ballot resolution(s)/agreement must be within 30 days (60 days for IFSC company) of the filing date — if any event date falls outside this window, a separate MGT-14 must be filed for that event
  • The form cannot be signed by a Director/Manager/CS/CEO/CFO for whom Form DIR-12/DIR-32 is pending payment or approval
  • DIN of the signing authority must not be flagged for disqualification
  • If ‘Change of address of registered office resulting in change in State’ or ‘Alteration in memorandum for change in name’ is selected as the purpose, no other purpose may be selected in the same filing
  • Additional details that don’t fit within a field can be provided as an optional attachment
  • Check the ‘Notifications and alerts’ section under ‘My Workspace’ on the MCA portal before filing

Step-by-Step Filing Process

Option 1: Via MCA Services Menu

  1. Login to the MCA portal
  2. Go to MCA Services → E-Filing → Company Forms Download
  3. Access “Form No. MGT-14 (Filing of Resolutions and agreements to the Registrar)”
  4. Enter Company Information (CIN auto-populated for company users; searchable for professionals; dropdown for other business users)
  5. Fill up the application, along with e-MoA and/or e-AoA as linked forms if applicable (see Field-Level Instructions below)
  6. Optionally save as draft (enabled once CIN is entered)
  7. Submit the webform(s)
  8. Note the SRN generated
  9. Affix DSC on the generated PDF
  10. Upload DSC-affixed PDF on the MCA portal
  11. Pay Fees — within 15 days of SRN generation for upload and within 7 days of successful upload for payment, or due date of filing + 2 days, whichever is earlier. Failing this, the SRN is cancelled
  12. Receive acknowledgement email
  13. If the purpose selected is ‘Alteration of Object Clause’, a Certificate of Registration of the Special Resolution confirming the alteration is issued to the user

Search “MGT-14” on the MCA homepage and proceed from Step 3 above (login, then same steps).

Resubmission Process

Option 1 — Via Dashboard

  1. Login → Application History
  2. Select MGT-14 application with status ‘Resubmission Required’
  3. Fill, save (optional), submit — SRN is updated
  4. Affix DSC and upload the DSC-affixed PDF within 15 days of the SRN being marked for resubmission (a daily SMS/email reminder is sent for 15 days or until submission, whichever is earlier — reminders start within 24 hours of the SRN update)
  5. Receive acknowledgement email

Option 2 — Via Notification Email

Click the resubmission link in the email, login, and follow the same fill/submit/DSC/upload flow as above.

There is no provision for resubmission for filings processed in STP mode — since MGT-14 is largely STP, ensure all details are correct before submission.

Field-Level Instructions

Field 3: Registration of (Purpose)

  • User can select multiple purposes for filing, and all options are independent of each other
  • Exception: if a single resolution is passed by postal ballot under Section 110, only the ‘Postal ballot resolution(s) under Section 110’ option may be selected — no other purpose can be combined with it

Field 4(a)/(b) and 5(a)/(b): Notice and Resolution Dates

  • Date of dispatch of notice and date of passing of resolution(s)/postal ballot resolution(s) must each be ≤ system date and > date of incorporation
  • Date of passing of resolution(s) must be ≥ date of dispatch of notice for the same resolution

Field 6 I (a)(i): Purpose of Passing the Resolution

  • MGT-14 cannot be filed for any other purpose if the purpose selected is ‘Change of address of registered office resulting in change in State’ or ‘Alteration in memorandum for change in name’
  • ‘Voluntary liquidation under Section 59’ cannot be selected in more than one resolution block within the same filing
  • Selecting the correct purpose is critical since RoC processing depends on it

Field 11: SRN of RUN Form

  • Mandatory only if ‘Alteration in memorandum for change in name’ is selected as the purpose
  • Must be a valid SRN of an approved RUN webform

Signatory Field — Designation and Identification

  • Options: Director/Manager/Company Secretary/CEO/CFO/IRP/RP/Liquidator
  • IRP/RP/Liquidator options are enabled only when company status is ‘Under CIRP’ or ‘Under Liquidation’ — in that case, the other designations are disabled
  • Company Secretary: enter membership number (or PAN/membership number for Section 8 companies)
  • IRP/RP/Liquidator: PAN entered here must match the PAN entered elsewhere in the “Income-tax PAN” field

e-MoA / e-AoA Linked Forms

  • e-MoA becomes mandatory if the purpose selected includes: change of registered office address (inter-State), alteration of MoA (except name/office/object/capital changes), alteration in memorandum for change in name, or alteration of object clause
  • e-AoA becomes mandatory if the purpose selected includes: entrenchment of articles, alteration of articles, or alteration in memorandum for change in name
  • If the company has filed e-MoA/e-AoA previously, the most recent version is pre-filled and editable except for the specific change being filed

Mandatory Attachments

AttachmentMandatory?
Copy(s) of resolution(s) with explanatory statement under Section 102Mandatory if ‘Resolution(s)’ or ‘Postal ballot resolution(s) under Section 110’ is selected
Copy of agreementMandatory if ‘Agreement’ is selected
Optional attachment(s) (up to 5)Optional
  • Format: PDF or JPG; up to 2 MB per individual attachment; total submission size up to 10 MB

Signing Requirements

  • Signed by: Director / Manager / Company Secretary / CEO / CFO, or IRP / RP / Liquidator (where company status is ‘Under CIRP’ or ‘Under Liquidation’)
  • Board resolution number and date authorising the signatory are mandatory unless the designation is IRP/RP/Liquidator
  • Professional Certification by a Chartered Accountant (whole-time practice), Cost Accountant (whole-time practice), or Company Secretary (whole-time practice) is mandatory except for OPC and Small Companies
  • CA/CMA: enter membership number; CS: enter Certificate of Practice number, along with Associate/Fellow category

Fee Structure

Normal Filing Fee — Companies with Share Capital

Nominal Share Capital (INR)Fee (INR)
Less than 1,00,000200
1,00,000 to 4,99,999300
5,00,000 to 24,99,999400
25,00,000 to 99,99,999500
1,00,00,000 or more600

Companies without Share Capital: ₹200

Additional (Delay) Fee

Event date for computing delay: date of passing of the resolution/postal ballot/making of agreement, whichever is earliest. Filing window: 30 days (60 days for IFSC company).

Period of DelayAdditional Fee
Up to 30 days2× normal fee
More than 30 days and up to 60 days4× normal fee
More than 60 days and up to 90 days6× normal fee
More than 90 days and up to 180 days10× normal fee
More than 180 days12× normal fee

Processing Mode

MGT-14 is processed in Conditional STP mode. It is treated as Non-STP for the following 10 purposes:

  1. Conversion from public to private company
  2. Conversion from private to public company
  3. Allotment of Securities — issue of sweat equity shares
  4. Allotment of Securities — issue of further shares under an employee stock option scheme
  5. Allotment of Securities — Preferential or Private allotment
  6. Request to Government to investigate the affairs of the company and appoint inspectors
  7. Change in objects where the company has unutilised money raised through a prospectus
  8. Issue of Global Depository Receipts in any foreign country
  9. Investigation into company affairs by Serious Fraud Investigation Office
  10. Voluntary liquidation under Section 59

For all other purposes, MGT-14 is processed in STP mode and taken on record electronically without further scrutiny. There is no provision for resubmission in STP mode, so all particulars must be verified before submission.

Frequently Asked Questions (FAQs)

Q1. Within how many days must MGT-14 be filed? Within 30 days of the resolution being passed, the postal ballot resolution being passed, or the agreement being made — whichever is earliest. For an IFSC company, the window is 60 days.

Q2. Can multiple purposes be selected in a single MGT-14 filing? Yes, unless the purpose is ‘Change of address of registered office resulting in change in State’ or ‘Alteration in memorandum for change in name’, in which case no other purpose can be combined with it in the same filing.

Q3. Is MGT-14 always processed without manual scrutiny? No. It is Non-STP for 10 specific purposes (such as conversion of company type, preferential allotment, sweat equity, GDR issue, and voluntary liquidation). All other purposes are processed in STP mode with no resubmission facility.

Q4. When are e-MoA and e-AoA required as linked forms? e-MoA is required for purposes involving change of registered office (inter-State), alteration of MoA, name change, or object clause alteration. e-AoA is required for entrenchment/alteration of articles or name change.

Q5. Is professional certification mandatory for MGT-14? Yes, except for OPC and Small Companies, where it is optional.

Q6. What happens if the event date is more than 30/60 days before the filing date? A separate MGT-14 must be filed for every such event date that falls outside the permissible window.

Disclaimer

This article is based on the official Instruction Kit published by the Ministry of Corporate Affairs (MCA), Government of India. While every effort has been made to ensure accuracy, the content is intended for general guidance purposes only. MCA forms, rules, and fee structures are subject to change through amendments to the Companies Act, 2013 or notifications issued thereunder.

In case of any inconsistency or doubt, readers are advised to refer to the official MCA helpkit and resources available on MCA website.