MGT-14 — Filing of resolutions

MGT-14 files a copy of certain board and special resolutions with the Registrar within 30 days of the resolution being passed — not every board resolution, but the specific matters listed under Section 117(3), including alteration of the MOA/AOA, approval of financial statements, issue of securities under Section 62(1)(c), and ESOP scheme approvals under Section 62(1)(b). Private companies are exempt from filing ordinary board resolutions for most routine matters, which is a frequent source of confusion versus the special-resolution list.

A missing MGT-14 for an ESOP scheme approval or a preferential allotment is a standard diligence finding, because the resolution itself is what gives the underlying allotment or scheme its legal force — an unfiled MGT-14 does not necessarily invalidate the corporate action, but it is a compliance gap that has to be disclosed and, where still possible, cured with a condonation application.

The filing attaches the certified true copy of the resolution and, for special resolutions, the explanatory statement circulated with the notice — both of which Saral stores against the ledger event that the resolution authorised.

The cap table, where MGT-14 — Filing of resolutions appears as a computed field traced to the ledger event that created it.