Company Registration Compliances

E-Form MGT-14: Its Concept and the Procedure for Filing it

As we all know, running a business or company is not an easy task, so, to run a successful business, the right choice has to be made at the right time. As such, whether it is a small, medium-scale or a well-established business, new choices and decisions have to be made now and then for the successful implementation of the plans and strategies. Further, all the companies have to get them registered with the government and, so, any new changes made by the concerned company will also have to be duly informed and filed. Furthermore, the decisions so taken are known as the resolutions. Filling of the minor resolutions is not required, but it is mandatory for some crucial and special ones. This is where the role of the MCA Form MGT-14 comes into play.

Further, in India, all the Companies are incorporated with the MCA (Ministry of Corporate Affairs). And all the activities related to the registration of company are duly monitored and observed by the ROC (Registrar of Company). Furthermore, the MCA form MGT-14 is used in the filing of certain agreements and resolutions passed by the shareholders/ Directors/ Creditors at the company’s board meeting. Lastly, the following are the listed documents of a company which can be submitted with the ROC by means of MGT-14 –

1. Resolution(s),
2. Agreement(s),
3. Postal Ballet Resolution(s) under section 110,
4. Proposed resolution under section 94(1).

What is Form MGT-14?

Under the Companies Act, 2013, the form MGT-14 was introduced and brought into force. Further, under this form, certain resolutions and agreements had to be compulsorily registered with the ROC (Registrar of Companies). These resolutions so formed are to be filed with the concerned Registrar of Companies after the board meeting is held, and the approval from all the members is duly received. Before going into depth about how the MCA form MGT-14 is to be filed and what all documents are needed, one must have the knowledge about the types of resolutions.

What are the types of Resolutions in which MCA Form MGT-14 is to be filed with the Registrar of Company?

There are three types of resolutions are these include –

1. Ordinary resolution – Under this type of resolution, the approval must be given by at least 50 per cent of the board members, and also a majority of the shareholders must agree to pass this type of resolution.
2. Special resolutions – Under this type of resolution, approval must be given by at least 75 per cent of the board members. This resolution is used for some special purposes and extraordinary decisions that are not possible to be taken otherwise.
3. Written resolutions – Under this type of resolution, approval must be given by at least 75 per cent of the board members and is also required to be signed by all the members or shareholders.

Further, it is significant to mention that for all the Board Resolutions, Annexure A has to be filed. Whereas, the filing of Annexure B is required for all the Special Resolutions and Annexure C is required for all the Ordinary Resolutions, respectively.

When there is a need to File MGT-14?

MCA form MGT-14 can be filed by any company registered either under the Companies Act, 2013 or under the Companies Act, 1956. Following are the listed events or transactions which requires the filing of MCA form MGT-14 – 

1. Alteration of the Memorandum of Association (MOA),
2. Private Placement in the company,
3. Alteration of the Articles of Association (AOA),
4. Alteration in the Object Clause of the company,
5. In case the company concerned has a un-utilized amount of money raised by way of issuing a prospectus,
6. Conversion of a Private Company to a Public Limited Company,
7. Conversion of a Public Limited Company to a Private Company,
8. Issue further Shares to people (whether or not counting the existing shareholders or employees),
9. Issue of further shares to the employees concerned under a scheme of ESOP (employees’ stock option),
10. Reclassification of the company’s shares,
11. Issuance of the sweat equity shares
12. To apply to a tribunal or a court for the winding up of the company
13. Issuance of the Global Depository Receipts (GDR) in any foreign country
14. Voluntary winding up of a company under section 304,

What is the Prescribed Time Period for filing MGT-14?

Once, it is duly decided and approved by the board members of the concerned company, then the resolution passed has to be compulsorily filed with the Registrar of Companies within a period of thirty days from the date of the decision.

What are the Documents Required to be submitted with the Form MGT-14?

While filling the MCA form MGT-14, following are the list of documents that are required to be submitted together with the form concerned –

1. A copy of the agreement or the resolution so passed concerning which the form MGT-14 is being filed
2. The explanatory statement – It is basically a statement including all the details and particulars of the resolution passed
3. In case of any alteration or change in the articles of the company, and the same is made by way of passing a resolution, then, a copy of the article concerned must also be annexed and pasted with the resolution or the agreement.

What are the Details included in the MCA Form MGT-14?

Following are the details that are to be included in the form MGT-14 –

1. Corporate Identification Number (CIN)
2. Details and Particulars of the company including the name, e-mail Id, address of the office and other contact details if in case required
3. All the details regarding the documents required to be registered, i.e. the resolution Agreement
4. Dispatch date of the resolution concerned 
5. Passing date of the resolution concerned 
6. The number of resolutions
7. Additionally, the details and particulars regarding the resolution also have to be provided, which includes the subject matter, purpose and the authority under which the concerned resolution is being passed
8. In case, the company has decided to wind up, then all the details regarding the same must be submitted in a detailed manner.

What is the Procedure of Filling MCA Form MGT-14?

Following are the steps included in the process of filing MCA Form MGT-14 –

1. First and foremost step is to visit the MCA (Ministry of Corporate Affairs) official website www.mca.gov.in
2. Now, in the next step, the concerned applicant is required to Login in his or her MCA account by using the credentials provided
3. Now, select the option saying “Upload E-forms.”
4. After clicking on the option Upload E-forms, the applicant is now required to click on the option saying “Normal Forms” and then click on the option saying “Browse” to upload the saved form MGT-14
5. Once the Form MGT-14 is uploaded successfully, then the SRN (Service Request Number) will be generated automatically. The applicant concerned is required to save the allotted SRN in order to make the payment of the form fees. 
6. Lastly, the form submitted will be processed after the payment of form fees is made.

What is the Prescribed Fee for Filing the MCA Form MGT-14?

Depending upon the amount of share capital that a company holds, the fee structure varies accordingly. Following is the prescribed fee structure –

1. Rs 200 per document if in case the share capital is less than Rs 1,00,00
2. Rs 300 per document if in case the share capital is between Rs 1,00,000 – 4,99,999
3. Rs 400 per document if in case the share capital is between Rs 4,99,999 – 25,99,999
4. Rs 500 per document if in case the share capital is between Rs 25,00,000 – 99,99,999
5. Rs.600 per document if in case the share capital is Rs 1, 00, 00,000 and above.

Further, depending upon the number of days by which the delay is caused in the process of registration, the penalty has to be paid accordingly. Furthermore, if the delay caused is up to thirty days, then the fees doubles, and in the same way, the more the delay, the greater will be the penalty that is charged.

What is the Penalty charged in case of a Delay caused?

Following is the prescribed penalty charged in case of any delay caused – Penalty charged from the company – If in case any company is unable to file the document (resolution) within a period of thirty days after it has been passed, then the company in default will be liable to pay a fine of Rs 1,00,000 and also Rs 500 for every subsequent day.

Also, Read: Power of Tax Authorities to conduct Special Audit under GST