Section 117 of the Companies Act, 2013
Section 117 of the Companies Act, 2013 deals with the Resolutions and Agreements to be Filed with the Registrar of Companies (ROC).
🔹 Section 117 – Resolutions and Agreements to Be Filed
This section mandates companies to file certain resolutions and agreements with the Registrar in the prescribed form and within a specified time.
✅ Key Provisions:
1. Filing Requirement (Section 117(1)):
A copy of the following resolutions and agreements must be filed with the Registrar of Companies (ROC) within 30 days in Form MGT-7 along with the prescribed fee:
📌 Types of Resolutions/Agreements to be Filed:
Special Resolutions
Resolutions agreed to by all members, though not passed as special resolutions
Board resolutions or agreements relating to:
Appointment or reappointment of Managing Director (MD), Whole-time Director (WTD), or Manager
Terms and conditions of their appointment
Resolutions or agreements that:
Alter Articles of Association (AOA) or Memorandum of Association (MOA)
Relate to change in registered office
Deal with amalgamation, demerger, reconstruction, etc.
Are required to be filed under any other section (like under Section 179)
2. Certified Copy:
A certified copy of the resolution/agreement must be filed.
⏱️ Time Limit:
Must be filed within 30 days of passing the resolution/agreement.
⚠️ Penalty for Non-filing (Section 117(2)):
If a company fails to file the resolution/agreement within 30 days:
Company: ₹10,000 + ₹100 per day (up to ₹2,00,000)
Officer in default (including liquidator): ₹10,000 + ₹100 per day (up to ₹50,000)
📄 Form Used:
MGT-7 for annual return
MGT-14 for filing resolutions under Section 117
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