What is MGT? | Key Company Compliance Forms Under Companies Act 2013

What is MGT? A Complete Guide to Company Compliance Forms

MGT stands for “Management” and includes a series of forms that companies must file under the Companies Act, 2013. These forms are submitted to the Ministry of Corporate Affairs (MCA) as part of a company’s legal and operational transparency.
 

Why Are MGT Forms Important?

• They serve as part of company annual filing
• They help maintain regulatory compliance
  They create a reliable record of the company’s structure and governance

Every form has a unique purpose, but together they ensure the MCA and stakeholders have updated, transparent information. Filing MGT forms on time helps companies avoid penalties and ensures smooth business operations.

MGT 7 Explained: Purpose, Applicability, and Filing Process

Form MGT 7 is a key annual compliance requirement under the Companies Act, 2013. It must be filed by eligible companies every year with the MCA.

Purpose of Form MGT 7:

• Capture essential company details like shareholding pattern, directors, and business activity
• Serve as a formal annual return for company annual filing
• Maintain transparency with regulators and stakeholders

MGT 7 Applicability:

• Applicable to: All private limited and public limited companies
• Not applicable to: OPCs and small companies (they file MGT-7A instead)

Filing Process:

1. Log in to www.mca.gov.in
2. Select Form MGT 7 and enter company details
3. Attach board resolutions and other required documents
4. Get it digitally signed by a director and a professional (CA/CS/CMA)
5. Submit within 60 days of AGM

Filing Form MGT 7 on time ensures your company stays compliant and avoids penalties.

MGT 7 Last Date & Penalties for Late Filing

Missing the MGT 7 last date can cost your company more than just peace of mind—it can result in steep financial penalties.

MGT 7 Filing Due Date:

• Must be filed within 60 days from the date of AGM
• Example: If AGM is held on 30th September, MGT 7 is due by 29th November

What If You Miss the Deadline?

• Late fee: ₹100 per day of delay
• No maximum cap – the longer the delay, the higher the penalty

Why You Should File On Time:

• Avoid legal consequences and MCA notices
• Keep your company annual filing up to date
• Maintain credibility with banks, investors, and partners

MGT 7 vs. MGT 8: Key Differences and When to File Each

MGT 7 and MGT 8 are often mentioned together during annual compliance, but they serve very different purposes.

What is MGT 7?

• An annual return that includes company structure, shareholding, and director details
• Required for all companies except OPCs and small companies (they file MGT-7A)

What is MGT 8?

• A certification form issued by a Company Secretary
• Required only for larger companies to verify the accuracy of Form MGT 7

Who Needs to File MGT 8?

Companies with either:

• ₹10 crore or more in paid-up share capital
• ₹50 crore or more in turnover
   

Key Difference:

Understanding when to file Form MGT 7 and MGT 8 ensures full compliance and avoids penalties or rejections by the MCA.

Understanding MGT 1: Form for Annual Return by Small Companies

Form MGT 1 is one of the lesser-known but important MGT forms prescribed under the Companies Act, 2013. This form is used to maintain a register of members for a company, and it becomes particularly important for companies with complex shareholding structures or those that issue shares to multiple stakeholders.

For small companies, form MGT 1 ensures there is a legal and up-to-date record of all shareholders, including their contact details, shareholding pattern, and any changes during the financial year. This register plays a vital role in resolving disputes, confirming voting rights, and during audits or due diligence processes.

While not submitted directly to the MCA like MGT 7, form MGT 1 must be properly maintained and updated regularly. Inaccurate or outdated entries in the register of members can lead to compliance issues or legal complications.

Maintaining MGT 1 properly shows that the company values good governance, especially for small and growing businesses. As part of the broader suite of MGT forms, it plays a foundational role in corporate recordkeeping and transparency.

MGT 2: When and How to File This Compliance Form

Form MGT 2 is used to record the notice of the general meeting and is a crucial step in ensuring transparency between a company and its stakeholders. Issued under Section 101 of the Companies Act, 2013, MGT 2 contains important details such as the date, time, venue, agenda, and resolutions to be passed at the meeting.

While it is not part of the direct company annual filing like MGT 7 or MGT 8, Form MGT 2 supports those filings by ensuring that meetings are legally conducted, properly notified, and minuted.

Key Points About MGT 2:

• Should be issued to all members, directors, auditors, and debenture holders
• Sent at least 21 clear days before the meeting
  Must be signed by an authorized director or company secretary

Filing or issuing MGT 2 correctly is not just a procedural formality—it protects the company from potential legal disputes over improper meeting notices or invalid resolutions.

For companies focused on full compliance with MCA norms, MGT 2 is an essential supporting document in the broader company annual filing process.

MGT 3 – A Guide to Certification of Register of Debenture Holders

Form MGT 3 is one of the MGT forms that companies use to maintain and certify the register of debenture holders. This form is especially relevant for companies that raise funds through debentures or bonds and need to keep an accurate record of debenture ownership.

MGT 3 must include:

• Names and addresses of debenture holders
• Number and value of debentures held
• Dates of allotment and redemption
• Changes in ownership during the year

Properly maintaining form MGT 3 is essential for legal compliance and builds trust with investors and lenders. It ensures that the company can track who holds its debt securities, which becomes important during interest payments, redemption, and decision-making rights.

Like other MGT forms, MGT 3 is not filed with the MCA but must be kept at the company’s registered office and made available for inspection. Failure to maintain this register could result in penalties under the Companies Act and weaken stakeholder confidence.

Companies should engage a practicing professional like a CS or CA to certify the details in MGT 3 for accuracy and compliance.

MGT 5: Filing Requirements for Companies with Multiple Branches

Form MGT 5 is used to record and maintain the register of beneficial owners holding shares on behalf of others. It becomes especially significant in companies with multiple branches or complex ownership structures where nominee holdings are involved.

In the context of company compliance, MGT 5 helps the Ministry of Corporate Affairs trace the actual ownership and voting rights of shareholders, which is critical in preventing fraud and ensuring transparency.

Why MGT 5 Matters for Branch-Based Companies:

• Companies with multiple offices or shareholder locations often operate with nominee arrangements
• MGT 5 provides legal documentation of who actually owns and controls the shares
• Required to be maintained at the registered office and presented on demand during audits or inspections

Failure to maintain or submit MGT 5, where applicable, may lead to non-compliance issues under the Companies Act, 2013. It’s a part of the broader company compliance framework and ensures accountability in ownership records.

Businesses should work with professionals to keep this form updated and compliant, especially during share transfers or major structural changes.

MGT 12: Understanding the Form for Appointment of Directors

Form MGT 12 is used to record the results of voting conducted during company meetings—particularly those involving the appointment or reappointment of directors. It captures the polling results and reflects whether resolutions were passed or rejected.

As part of the larger family of MGT forms, MGT 12 ensures that all resolutions are supported by valid voting records, whether done by show of hands, postal ballot, or electronic voting.

Key Information in MGT 12:

• Total votes cast (for and against)
• Names of directors elected or removed
• Type of resolution (ordinary or special)
• Date and method of voting

Form MGT 12 becomes especially important for listed companies or those with many shareholders, as it creates an auditable trail of decision-making.

Keeping accurate MGT 12 records shows a company’s commitment to governance, accountability, and compliance with the Companies Act.

If your company is preparing for board appointments or other shareholder resolutions, consult your Company Secretary to ensure MGT 12 is filed and maintained correctly as part of your overall MGT forms documentation.

Essential MGT Forms Every Company Must Know

What is MGT?

MGT refers to a series of compliance forms that companies in India must maintain or file as part of their statutory obligations under the Companies Act, 2013. These MGT forms are critical for documenting company operations, shareholders, voting, and general meeting resolutions.

Here are the most important MGT forms every company should be aware of:

MGT 1 – Register of Members
MGT 2 – Notice of General Meeting
MGT 3 – Register of Debenture Holders
MGT 5 – Register of Beneficial Owners
MGT 7 – Annual Return
MGT 8 – Certification of Annual Return (for specific companies)
MGT 12 – Voting Results of Meetings

Each form plays a vital role in company annual filing and overall company compliance. Failing to maintain or file these forms properly can lead to penalties or legal issues.

Understanding and using the right MGT forms ensures that your company maintains transparency, follows due process, and avoids non-compliance.

FAQs

1. What is MGT in company compliance?

MGT stands for "Management" and refers to a series of forms under the Companies Act, 2013, which companies must file with the Ministry of Corporate Affairs (MCA) for legal compliance and transparency.

2. What is the purpose of MGT forms?

MGT forms serve as statutory records to document company operations, shareholders, voting decisions, and annual returns. They help companies stay compliant with MCA regulations and avoid penalties.

3. Who is required to file Form MGT 7?

All private and public limited companies must file Form MGT 7 annually, except for One Person Companies (OPCs) and small companies, which file MGT-7A instead.

4. What is the last date to file MGT 7?

Form MGT 7 must be filed within 60 days of the company’s Annual General Meeting (AGM). For example, if your AGM is on September 30, MGT 7 must be filed by November 29.

5. What are the penalties for late filing of MGT 7?

A late fee of ₹100 per day is levied for each day of delay in filing Form MGT 7, with no maximum cap, making timely filing crucial to avoid heavy penalties.

6. What is the difference between MGT 7 and MGT 8?

MGT 7 is the annual return filed by companies, while MGT 8 is a certification of that return by a Company Secretary. MGT 8 is only mandatory for companies with a paid-up share capital of ₹10 crore or turnover of ₹50 crore or more.

7. What is Form MGT 1 used for?

MGT 1 is used to maintain the Register of Members, documenting shareholder details such as name, address, and shareholding pattern. It is not filed with MCA but must be maintained at the company’s registered office.

8. When should a company issue MGT 2?

Form MGT 2 is issued as a notice of the general meeting. It must be sent to shareholders and stakeholders at least 21 days before the meeting date, outlining agenda, venue, and resolutions.

9. What is the use of Form MGT 3?

MGT 3 is used to maintain a register of debenture holders, listing their names, contact details, and holdings. It is essential for companies that issue debentures or bonds.

10. What is Form MGT 12 and when is it used?

Form MGT 12 records the voting results from company meetings, especially for director appointments. It includes resolution type, voting method, and outcome, ensuring legal documentation of board decisions.