Under the Companies Act, 2013, certain decisions taken by a company are not meant to stay only within the boardroom. They must be placed on public record by filing them with the Registrar of Companies (ROC). This requirement is laid down in Section 117.

The main idea is simple – when a company passes certain types of resolutions or enters into specific agreements, these must be reported to the ROC so that stakeholders, regulators, and the public can access them if needed. This promotes transparency, accountability, and good corporate governance.

What Does Section 117 Say?

• Section 117(1): A copy of specific resolutions or agreements mentioned in sub-section (3), along with the explanatory statement under Section 102 (if any), must be filed with the ROC within 30 days from the date it is passed or executed.
• For Specified IFSC (International Financial Services Centre) private and public companies, this period is 60 days instead of 30.

Also, if any resolution alters the Articles of Association (AOA), the updated version must be attached to every copy of the AOA issued thereafter.

Which Resolutions and Agreements Must Be Filed?

Section 117(3) provides a clear list:

1. Special Resolutions – Any resolution passed with at least a 75% majority.
2. Unanimous Member Resolutions – If all members agree on something that would normally require a special resolution.
3. Managing Director-related Board Resolutions – Appointment, reappointment, renewal, or change in terms of the MD’s appointment.
4. Class Resolutions or Agreements – Decisions binding a specific class of shareholders.
5. Voluntary Winding-up Decisions – Under Section 59 of the Insolvency and Bankruptcy Code, 2016.
6. Certain Board Resolutions under Section 179(3) – For example, approval of borrowings, investments, issuing securities, mergers, etc. (subject to exemptions for some companies).
7. Any Other Resolution or Agreement – If prescribed by rules and meant to be part of public records.

Who is Exempt?

Not every company needs to file all the above. Common exemptions include:

• Banking companies, NBFCs, Housing Finance Companies – For routine lending or guarantee-related resolutions in the normal course of business.
• Private Companies – In some cases, they need not file resolutions under Section 179(3), provided they are compliant with annual filing under Sections 92 and 137.
• IFSC Companies – They get 60 days instead of 30 for filing.

How to File – Form MGT-14

The filing is done electronically using Form MGT-14, as per Rule 24 of the Companies (Management & Administration) Rules, 2014.

Details to be filled:

• Corporate Identification Number (CIN), name, and registered office details.
• Date of the meeting or agreement.
• Type of resolution (ordinary/special) and the section of the Act under which it is passed.
• Brief description of the matter.

Mandatory Attachments:

• Certified copy of the resolution/agreement.
• Explanatory statement under Section 102 (if applicable).
• Amended Articles of Association (if altered).

Timelines

• General companies – 30 days from passing/executing the resolution or agreement.
• IFSC companies – 60 days.

Penalties for Non-Compliance

If the company fails to file on time:

• Company – Minimum ₹10,000 + ₹100 per day (max ₹2,00,000).

Officer in default – Minimum ₹10,000 + ₹100 per day (max ₹50,000).