Which Resolutions Require Filing Form MGT-14
Since a 5 June 2015 exemption notification, private companies don't need to file Form MGT-14 for routine Section 179(3) board resolutions — but resolutions creating a charge on assets, altering the MOA or AOA, private placement of shares, buy-back of securities, or appointing an MD/WTD/CS still require it, regardless of company type.
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The private company exemption most people miss
Section 117 of the Companies Act, 2013 requires certain board resolutions to be filed with the Registrar of Companies in Form MGT-14 within 30 days. Read literally against Section 179(3), that would sweep in a huge range of routine board matters — borrowing money, investing surplus funds, opening a bank account, and more. A notification dated 5 June 2015 specifically exempted private companies from having to file MGT-14 for these ordinary Section 179(3) resolutions, which is why a private company opening a bank account or authorising a signatory generally files nothing with the ROC for that decision.
This exemption does not extend to public companies, and it does not cover every resolution a private company might pass — only the ones whose sole legal basis is the general Section 179(3) list of board powers. Anything with its own separate filing trigger under a different section of the Act still needs Form MGT-14, exemption or not.
What still requires MGT-14 regardless of company type
Resolutions that keep their MGT-14 requirement include: creating a charge on company assets under Section 77 (also separately filed in Form CHG-1), altering the Memorandum or Articles of Association, private placement or preferential allotment of securities under Section 42, buy-back of securities under Section 68, and appointment of a Managing Director, Whole-time Director or Company Secretary under Sections 196, 197 or 203. Approval of a related-party transaction that isn't on an arm's-length basis, under Section 188, is another common trigger. Because this list has real financial and compliance consequences if got wrong, always verify a specific resolution's MGT-14 status with your CS before relying on any generic list — including this one — for a live filing decision.
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Why this matters
A resolution on its own is an internal minute — a bank, the ROC, or a counterparty wants the certified true copy. Getting both right, every time, is what turns a compliance conversation into an engagement.
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Drafting resolutions for many companies? PracticeFlow keeps every company's records and deadlines in one place — so this draft is never the last document you need for a client.
See PracticeFlow for CS FirmsThis is a draft template. Review against your Articles of Association and the Companies Act, 2013 before use — not legal advice.