# Resolutions and Agreements to be Filed with the Registrar
## Filing Requirement [Section 117(1)]
A copy of every resolution / agreement covered under Section 117(3), together with the explanatory statement under Section 102 (if any), shall be filed with the Registrar:
- Within 30 days of passing/making thereof;
- In Form MGT-14 (Rule 24, Companies (Management & Administration) Rules, 2014);
- Along with the prescribed fee.
A copy of every resolution which alters the articles and every agreement referred to in sub-section (3) must be embodied in or annexed to every copy of the articles issued after the resolution/agreement.
### Special Carve-outs on the 30-day period
| Company Type | Filing Period |
|---|---|
| Normal company | 30 days |
| Specified IFSC Public Company | 60 days |
| Specified IFSC Private Company | 60 days |
## Resolutions / Agreements Covered [Section 117(3)]
1. Special Resolutions.
2. Resolutions agreed to by all members that would otherwise have required a special resolution.
3. Any Board resolution / agreement relating to appointment, re-appointment, renewal or variation of terms of a Managing Director.
4. Resolutions/agreements agreed to by any class of members, which otherwise needed a specified majority, and resolutions binding such class even if not agreed to by all.
5. Resolutions for voluntary winding-up under Section 59 of the Insolvency and Bankruptcy Code, 2016.
6. Resolutions passed under Section 179(3) (Board powers).
## Exemptions for Private Companies
Clause (g) of Section 117(3) [referring to Section 179(3) Board resolutions] does not apply to:
- Private companies (provided no default in filing financial statements u/s 137 or annual return u/s 92).
- Specified IFSC Public Companies.
## Loans / Guarantees in Ordinary Course of Business
Filing is not required for resolutions under Section 179(3)(f) (loans, guarantees, security) passed in ordinary course of business by:
- (a) a banking company;
- (b) NBFCs registered under Chapter IIIB of RBI Act, 1934 (as prescribed in consultation with RBI);
- (c) Housing finance companies registered under National Housing Bank Act, 1987.
No person under Section 399 is entitled to inspect or obtain copies of such resolutions.
## Penalty for Contravention [Section 117(2)]
| Defaulter | Initial Penalty | Continuing Failure | Maximum |
|---|---|---|---|
| Company | ₹10,000 | ₹100/day after first day | ₹2,00,000 |
| Every officer in default (including liquidator) | ₹10,000 | ₹100/day after first day | ₹50,000 |