Think of Section 117 as the mandatory reporting rule for important company decisions. When a company passes certain high-stakes resolutions or enters key agreements, it cannot just file them away internally — it must inform the Registrar of Companies (ROC) officially. This keeps corporate governance transparent and protects shareholders and the public.
The rule is straightforward: file a copy of the covered resolution or agreement with the ROC within 30 days of passing it, along with the explanatory statement (if any) that was sent with the meeting notice under Section 102, and pay the prescribed fee. Which resolutions are covered? Section 117(3) gives the list — the big ones to remember are: (a) all special resolutions (this alone covers most exam questions), (b) unanimous resolutions that would have needed a special resolution if even one member had objected, (c) Board resolutions relating to appointment, re-appointment, renewal, or variation of terms of a Managing Director, (d) class resolutions binding a class of members, (f) voluntary winding-up resolutions under IBC Section 59, and (g) Board resolutions passed under Section 179(3) — though with an important carve-out: banking companies, prescribed NBFCs, and housing finance companies need NOT file Board resolutions for loan/guarantee/security transactions in their ordinary course of business. There's also a practical proviso to remember: if a resolution alters the Articles of Association, every copy of the Articles issued after that date must carry or attach that resolution.
The penalty for non-filing hits both the company and its officers. The company pays ₹10,000 upfront, then ₹100 per day for each continuing day of default, capped at ₹2,00,000. Every officer in default (including the liquidator, if applicable) pays ₹10,000 upfront, then ₹100 per day, capped at ₹50,000. This distinction — different caps for company vs. officer — is a favourite exam trap. Note: Section 179(3)(g) resolutions are not available for public inspection under Section 399.
📊 Worked example
Example 1 — Penalty Calculation
Rajesh & Co. Pvt. Ltd. passed a special resolution on 1 April 2026 but failed to file it with the ROC. The company finally filed on 25 May 2026. Calculate the penalty for the company and its defaulting director.
Working:
- Filing deadline: 30 days from 1 April = 30 April 2026
- Date of actual filing: 25 May 2026
- Days of default after expiry: 1 May to 25 May = 25 days of continuing failure
Company penalty:
- Base penalty: ₹10,000
- Continuing penalty: 25 days × ₹100 = ₹2,500
- Total: ₹12,500 (well below ₹2,00,000 cap)
Director penalty:
- Base penalty: ₹10,000
- Continuing penalty: 25 days × ₹100 = ₹2,500
- Total: ₹12,500 (well below ₹50,000 cap)
Final Answer: Company pays ₹12,500; defaulting director pays ₹12,500.
---
Example 2 — Maximum Penalty Scenario
Ms. Iyer's company passed a special resolution on 1 January 2026 but never filed it. Calculate the maximum penalty payable by the company.
Working:
- Base penalty: ₹10,000
- Cap for company: ₹2,00,000
- Maximum additional penalty: ₹2,00,000 − ₹10,000 = ₹1,90,000
- Days to reach cap: ₹1,90,000 ÷ ₹100 = 1,900 days of continuing default
- Total company penalty cannot exceed: ₹2,00,000
Final Answer: Regardless of how long the default continues, the company's maximum penalty is capped at ₹2,00,000.
⚠️ Common exam mistakes
- Students think only special resolutions need filing — wrong. Unanimous resolutions that would have needed a special resolution if even one member objected are equally covered under Section 117(3)(b). Don't miss this category.
- Confusing the penalty caps — many students write ₹2 lakh for both company and officer. The officer cap is only ₹50,000, not ₹2,00,000. Always state both separately.
- Forgetting the 30-day window starts from passing, not from the meeting date — if a resolution is passed at an adjourned meeting, count 30 days from the actual passing date.
- Missing the Articles proviso — if the resolution alters Articles of Association, it must be attached to every future copy of the Articles. Students often state the filing obligation but forget this ongoing attachment requirement.
- Assuming all Section 179(3) Board resolutions are confidential — only clause (g) resolutions (powers delegated to committees/MD etc.) are restricted from public inspection; and even within those, banking and prescribed NBFC/HFC companies are fully exempt for ordinary-course loan/guarantee transactions.
📖 Bare Act text — Section 117, Companies Act 2013
(click to expand)
(1) A copy of every resolution or any agreement, in respect of matters specified in sub-section (3) together with the explanatory statement under section 102, if any, annexed to the notice calling the meeting in which the resolution is proposed, shall be filed with the Registrar within thirty days of the passing or making thereof in such manner and with such fees as may be prescribed:
Provided that the copy of every resolution which has the effect of altering the articles and the copy of every agreement referred to in sub-section (3) shall be embodied in or annexed to every copy of the articles issued after passing of the resolution or making of the agreement.
(2) If any company fails to file the resolution or the agreement under sub-section (1) before the expiry of the period specified therein, such company shall be liable to a penalty of ten thousand rupees and in case of continuing failure, with a further penalty of one hundred rupees for each day after the first during which such failure continues, subject to a maximum of two lakh rupees and every officer of the company who is in default including liquidator of the company, if any, shall be liable to a penalty of ten thousand rupees and in case of continuing failure, with a further penalty of one hundred rupees for each day after the first during which such failure continues, subject to a maximum of fifty thousand rupees.
(3) The provisions of this section shall apply to—
(a) special resolutions;
(b) resolutions which have been agreed to by all the members of a company, but which, if not so agreed to, would not have been effective for their purpose unless they had been passed as special resolutions;
(c) any resolution of the Board of Directors of a company or agreement executed by a company, relating to the appointment, re-appointment or renewal of the appointment, or variation of the terms of appointment, of a managing director;
(d) resolutions or agreements which have been agreed to by any class of members but which, if not so agreed to, would not have been effective for their purpose unless they had been passed by a specified majority or otherwise in some particular manner; and all resolutions or agreements which effectively bind such class of members though not agreed to by all those members;
(f) resolutions requiring a company to be wound up voluntarily passed in pursuance of section 59 of the Insolvency and Bankruptcy Code, 2016 (31 of 2016);
(g) resolutions passed in pursuance of sub-section (3) of section 179:
Provided that no person shall be entitled under section 399 to inspect or obtain copies of such resolutions;
Provided further that nothing contained in this clause shall apply in respect of a resolution passed to grant loans, or give guarantee or provide security in respect of loans under clause (f) of sub-section (3) of section 179 in the ordinary course of its business by—
(a) a banking company;
(b) any class of non-banking financial company registered under Chapter IIIB of the Reserve Bank of India Act, 1934 (2 of 1934), as may be prescribed in consultation with the Reserve Bank of India;
(c) any class of housing finance company registered under the National Housing Bank Act, 1987 (53 of 1987), as may be prescribed in consultation with the National Housing Bank; and
(h) any other resolution or agreement as may be prescribed and placed in the public domain.
Test yourself
Practice questions on this section, AI-graded with citations.
⚡ Practice now →