Form MGT-3: Complete Guide to Notice of Situation or Change of Situation of Foreign Register
Form MGT-3 is the web form filed with the Registrar of Companies to intimate the situation, change of situation, or discontinuation of situation of the place where a foreign register is kept. It is governed by Section 88(4) of the Companies Act, 2013 read with Rule 7(2) of the Companies (Management and Administration) Rules, 2014.
A company that maintains a foreign register of members, debenture-holders, other security holders, or beneficial owners resident outside India must intimate the RoC of the location of that register, and of any subsequent change or discontinuation, through this webform.
Who Should File MGT-3 / When is it Filed
A company that maintains, changes the location of, or discontinues a foreign register must file MGT-3 to notify the RoC, within 30 days of the relevant date (commencement, change, or discontinuation of the foreign register’s location).
Important Checkpoints Before Filing
- Applicant must be registered on the MCA portal before filing the webform
- The company must be registered with MCA and hold a valid CIN
- Signatories must hold an approved DIN or valid PAN or Membership number
- The DIN of the authorised person signing the webform must not be flagged for disqualification
- The DSC attached must be registered on the MCA portal against the DIN/PAN/Membership number provided
- The signing authority must hold a valid, non-expired, non-revoked DSC
- If the space within any field is insufficient, additional details may be provided as an optional attachment
- Check the “Notifications and alerts” section under ‘My Workspace’ on the MCA FO user dashboard for any relevant alerts
Step-by-Step Filing Process
- Login to MCA portal → MCA Services → E-Filing → Company Forms Download
- Access “Form No. MGT-3 (Notice of situation or change of situation or discontinuation of situation of place where foreign register shall be kept)”
- Enter/search/select CIN
- Fill up the application, specifying the address and effective date
- Optionally save as draft
- Submit the webform and note the SRN
- Affix DSC
- Upload the DSC-affixed PDF on MCA portal
- Pay Fees (within the standard upload/payment windows)
- Receive acknowledgement
Signing Requirements
- Digitally signed by an authorised signatory with an approved DIN or valid PAN/Membership number
Fee Structure
Normal Fee — Companies with Share Capital
| Nominal Share Capital (INR) | Fee (INR) |
|---|---|
| Less than 1,00,000 | 200 |
| 1,00,000 to 4,99,999 | 300 |
| 5,00,000 to 24,99,999 | 400 |
| 25,00,000 to 99,99,999 | 500 |
| 1,00,00,000 or more | 600 |
Companies without share capital: ₹200
Additional (Delay) Fee
Event date: date entered as the effective date of commencement, or date of discontinuance, of the foreign register’s location; time limit: 30 days.
| Period of Delay | Additional Fee |
|---|---|
| Up to 30 days | 2× normal fee |
| More than 30 up to 60 days | 4× normal fee |
| More than 60 up to 90 days | 6× normal fee |
| More than 90 up to 180 days | 10× normal fee |
| More than 180 days | 12× normal fee |
Processing Mode
Form MGT-3 is processed in STP mode — taken on record electronically without further processing. There is no provision for resubmission.
Useful Links
Frequently Asked Questions (FAQs)
Q1. What triggers a filing of MGT-3? Commencement of a foreign register, any change in its location, or its discontinuation.
Q2. What is the filing deadline? Within 30 days of the relevant event date (commencement, change, or discontinuation).
Q3. Is MGT-3 processed automatically? Yes, it is processed in STP mode with no resubmission facility.
Q4. What if the field space is insufficient? Additional details can be furnished as an optional attachment to the webform.
Q5. Does MGT-3 apply to companies without share capital? Yes — a flat fee of ₹200 applies in that case.
Disclaimer
This article is based on the official Instruction Kit for Form MGT-3 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 forms download page and resources available on the MCA website.