Special Resolution
Pass a Special Resolution at General Meeting requiring 75% majority. Special Resolution takes 5 steps over about 91 days and is filed with the ROC on MGT-14.
Last updated: 10 August 2026
What if it’s filed late?
MCA charges additional fees that rise with the delay, up to 12 times the normal filing fee. OnCompliance tracks the date and warns you before it costs anything.
What is the timeline for Special Resolution?
5 steps over about 91 days, filing MGT-14 with the ROC. Each deadline below runs from the step before it.
| # | Step | Form filed | Deadline |
|---|---|---|---|
| 1 | Draft Special Resolution | None | within 3 days |
| 2 | Board Meeting to Approve Notice | None | within 7 days |
| 3 | Issue Notice of General Meeting | None | within 21 days |
| 4 | Hold General Meeting & Pass Resolution | None | within 30 days |
| 5 | File MGT-14 with ROC | MGT-14 | within 30 days |
What are the steps, in order?
The 5 steps below run in order; the day counts show how long each one allows.
Draft Special Resolution
Prepare the special resolution text and explanatory statement as per Section 102.
Board Meeting to Approve Notice
Hold Board Meeting to approve the notice of General Meeting containing the Special Resolution.
Issue Notice of General Meeting
Send notice of EGM/AGM with Special Resolution and explanatory statement. Minimum 21 clear days notice.
Hold General Meeting & Pass Resolution
Conduct General Meeting and pass Special Resolution with 75% majority of votes cast.
File MGT-14 with ROC
File Form MGT-14 with ROC within 30 days of passing the Special Resolution.
Every guide runs like this in OnCompliance: steps in order, dates in view, paperwork made for you at each step.
Common questions
How long does Special Resolution take?
About 91 days across 5 steps. The first step is: Draft Special Resolution.
Which MCA form is filed for Special Resolution?
MGT-14. MGT-14 is the filing of resolutions filing under §117 of the Companies Act 2013.
What does it cost if MGT-14 is filed late?
MCA charges additional fees that rise with the delay, up to 12 times the normal filing fee.
Can OnCompliance run Special Resolution for me?
Yes. OnCompliance runs the same steps in order, dates in view, with the paperwork made for you at each step.