What goes to the RoC in MGT-14
Section 117(3) lists the resolutions that must be filed with the Registrar in MGT-14 within 30 days of being passed:
- every special resolution;
- a resolution all members agreed to that would otherwise need a special resolution;
- any board resolution or agreement on the appointment, re-appointment, renewal or variation of terms of a managing director;
- resolutions or agreements binding a class of members;
- resolutions approving the board's powers under s.180(1)(a) and (c);
- board resolutions under s.179(3).
Private companies are exempt from filing s.179(3) board resolutions (notification of 13 June 2017). Late filing attracts additional fees; work them out in the ROC filing fee calculator.
Ordinary or special
An ordinary resolution passes when the votes cast in favour exceed the votes against (s.114(1)). A special resolution needs votes in favour of at least three times the votes against, and the notice must say it is proposed as a special resolution (s.114(2)). Where the Act says "resolution" without qualifying it, an ordinary resolution is enough unless the articles demand more.
Private company exemptions to keep in mind
Under the 5 June 2015 notification, s.180 (borrowing and selling the undertaking) does not apply to private companies. Section 185 loans to directors can be made with a special resolution, and s.186 is relaxed for loans to and investments in subsidiaries. Private companies can also issue equity on a rights basis to non-members, or issue ESOPs, with an ordinary resolution in some cases. Check the notification and the articles before choosing the resolution type.
Common questions
Do private companies file MGT-14 for approving accounts?
No. Approval of financial statements and the board's report is a s.179(3) board resolution, which private companies need not file. Public companies must.
Is MGT-14 needed for appointing an auditor?
No. Auditor appointment is an ordinary resolution followed by ADT-1. MGT-14 is not filed for it.
Can a special resolution be passed by circular resolution?
No. Circular resolutions under s.175 are for the board. Members pass resolutions at a general meeting, or by postal ballot where the law requires or allows it.
What is the time limit for MGT-14?
30 days from the date the resolution is passed. After that, the additional fee under Rule 12 of the Registration Offices and Fees Rules applies.