Title: Understanding MGT-14 Form: Filing
Introduction:
MGT-14 is a vital form under the Companies Act, 2013, which serves as a means for companies to seek approval for certain key corporate actions. This article aims to provide a comprehensive overview of MGT-14, its filing process, and shed light on the requirement of eAoA (electronic Articles of Association) while filing.
- What is MGT-14?
- MGT-14 is a form prescribed by the Ministry of Corporate Affairs (MCA) in India, which facilitates the filing of resolutions and agreements to seek the approval of the Registrar of Companies (RoC) for specific corporate actions. It is governed by Section 117 of the Companies Act, 2013, and is an essential compliance requirement for companies.
- Filing Process for MGT-14:
- The filing process for MGT-14 involves the following steps:
a. Resolution or Agreement: The company must first pass a resolution or execute an agreement, depending on the nature of the proposed action. This resolution or agreement outlines the details of the action to be taken.
b. Preparation of MGT-14 Form: The company must then prepare the MGT-14 form by filling in the necessary information, such as the company’s name, registered office address, CIN (Corporate Identification Number), and details of the proposed action.
c. Board Meeting: The board of directors must convene a meeting to approve the resolution or agreement and authorize the filing of MGT-14. The minutes of this board meeting should be prepared and maintained as per legal requirements.
d. Digital Signature Certificate (DSC): The MGT-14 form must be digitally signed by a director or company secretary using their valid Digital Signature Certificate (DSC).
e. eAoA Requirement: In certain cases, companies are required to submit the electronic Articles of Association (eAoA) along with the MGT-14 form. The eAoA is a digital version of the company’s Articles of Association, which defines its internal regulations and governance framework.
f. Uploading and Payment: The completed MGT-14 form, along with any supporting documents, should be uploaded on the MCA21 portal. The requisite filing fees must also be paid online.
g. Approval and Compliance: Once the MGT-14 form is filed, the RoC reviews the submission. If everything is in order, the RoC approves the action, and the company must comply with any additional requirements specified by the RoC. - Understanding eAoA:
- eAoA refers to the electronic version of a company’s Articles of Association. The Articles of Association is a constitutional document that sets out the rules and regulations governing the internal management and operation of the company. Traditionally, the Articles of Association were in physical form, but with the advent of technology, companies can now maintain an electronic version.
The requirement of eAoA while filing MGT-14 arises in cases where there is a change or alteration to the Articles of Association. The eAoA provides a digital record of the modified clauses or provisions, ensuring transparency and ease of access for stakeholders.
Filing MGT-14 in the V3 portal involves a few steps. Here’s a step-by-step guide to help you through the process:
- Access the MCA V3 Portal:
- Visit the Ministry of Corporate Affairs (MCA) website (www.mca.gov.in) and navigate to the MCA Services tab.
- Click on the “Company Forms Download” option and select the “eForms V3” link.
- Log in using your credentials (User ID and Password) to access the V3 portal.
- Select the MGT-14 Form:
- Once logged in, click on the “eForm Upload” option on the left-hand side of the dashboard.
- Choose the “Integrated Form for Filing Resolutions and Agreements” category.
- Select the MGT-14 form from the list of available forms.
- Fill in the MGT-14 Form:
- Enter the required details in the MGT-14 form, such as the company’s Corporate Identification Number (CIN), the purpose of filing, the proposed resolution or agreement, and other relevant information as per the form’s instructions.
- Ensure that the information provided is accurate and complete.
- Attach Supporting Documents:
- Depending on the nature of the resolution or agreement being filed, you may need to attach supporting documents.
- Examples of such documents include the board resolution, shareholders’ agreement, special resolution, or any other documents required for the specific filing.
- Prepare the eAoA (if required):
- If there are changes or alterations to the Articles of Association (AoA), you may need to prepare the electronic Articles of Association (eAoA).
- Ensure that the eAoA accurately reflects the modified clauses or provisions.
- Digitally Sign the Form:
- The MGT-14 form must be digitally signed by a director or company secretary using their valid Digital Signature Certificate (DSC).
- Make sure you have the necessary DSC available for the signing process.
- Upload the Form and Pay Fees:
- Once the form is digitally signed, click on the “Upload eForm” button to upload the MGT-14 form and any supporting documents.
- Pay the requisite filing fees online, as applicable.
- Review and Submit:
- Before final submission, review all the entered details and attached documents to ensure accuracy.
- Once satisfied, click on the “Submit” button to complete the filing process.
- Await RoC Approval:
- After submission, the Registrar of Companies (RoC) will review the MGT-14 filing.
- If all requirements are met and there are no discrepancies, the RoC will approve the filing and provide an acknowledgment or approval letter.
- Compliance and Record Maintenance:
- Once the RoC approves the filing, ensure compliance with any additional requirements specified by the RoC.
- Maintain a copy of the filed MGT-14 form, supporting documents, and any related communications for record-keeping purposes.
Note: The above steps provide a general guideline for filing MGT-14 in the V3 portal. However, it is recommended to refer to the latest guidelines, instructions, and FAQs available on the MCA website or consult a legal professional for precise guidance based on your specific circumstances.
Conclusion:
MGT-14 plays a crucial role in ensuring compliance with the Companies Act, 2013, for specific corporate actions. Understanding the filing process and the requirement of eAoA is essential for companies seeking approval from the RoC. By adhering to the prescribed procedures and providing accurate information, companies can navigate the MGT-14 filing process smoothly and remain compliant with the applicable legal requirements.
Category: blogs, K.K.KHANNA & Co