MGT-14: Which Resolutions You Must File With the MCA, and When
Certain board and shareholder resolutions must be filed with the MCA in Form MGT-14, generally within 30 days. Here's which resolutions trigger it, the deadline, and why a missed MGT-14 surfaces in diligence.
MGT-14 is the MCA filing that records certain board and shareholder resolutions with the Registrar — generally within 30 days of passing the resolution. Not every resolution needs it, but specific ones do — many special resolutions, and certain board resolutions — and a startup commonly triggers MGT-14 around a funding round, a change to its capital or articles, or specified borrowings. Miss it and you get additional fees plus a gap in the corporate record a diligence reviewer will find.
What MGT-14 is
MGT-14 files a resolution with the MCA so the decision is on the public corporate record. It applies to:
- Special resolutions (shareholder resolutions passed by the required majority) — a broad set, including altering the articles or memorandum, and various capital actions.
- Certain board resolutions specified under Section 179(3) and the rules — for example specified borrowings, investments, and a few others (private companies get some exemptions here — confirm your position).
- Agreements in specified cases.
The deadline
MGT-14 is generally due within 30 days of passing the resolution. Like other MCA forms, late filing attracts additional fees that increase with the delay (see how this works for PAS-3).
When a startup triggers it
The common triggers for a growing startup:
- A funding round — special resolutions to increase authorised capital, alter the articles, or issue shares often need MGT-14 (part of the post-raise filing cluster).
- Changing the articles or memorandum — e.g. adopting a new AoA at a round.
- Specified borrowings/investments by board resolution, where applicable.
Because these are event-driven and easy to overlook amid the excitement of a round or a strategic decision, MGT-14 is a filing that quietly slips.
Why a missed MGT-14 matters
MGT-14 puts your key resolutions on the record. If it's missing, the corporate history has a gap: the change happened (new articles, increased capital) but the filing that records it wasn't made — which a diligence reviewer reconciling your board minutes, registers and filings will flag, and which may need rectification before a deal closes.
Track resolution filings as events
MGT-14 fires on specific corporate events, not a calendar date — exactly the kind of obligation a generic calendar misses. ComplianceStack surfaces MGT-14 when you record the triggering event (a raise, an articles change), with its 30-day deadline and the filed challan stored as evidence. Get your free compliance health check.
FAQs
- Which resolutions require MGT-14?
- Special resolutions (a broad set, including altering the articles/memorandum and various capital actions), certain board resolutions specified under Section 179(3) and the rules, and specified agreements. Private companies have some exemptions.
- When is MGT-14 due?
- Generally within 30 days of passing the resolution; late filing attracts additional fees that increase with the delay.
- Does a funding round trigger MGT-14?
- Often yes — special resolutions to increase authorised capital, alter the articles, or issue shares commonly require MGT-14 as part of the post-raise filings.
- What happens if I miss MGT-14?
- Additional fees, and a gap in the corporate record (the change made but not filed) that a diligence reviewer will flag and that may need rectification.
This article is general information, not tax, legal or accounting advice. Statutory timelines and thresholds change by notification — confirm applicability and interpretation with your CA, CS, or lawyer before acting.
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