For businesses, staying compliant with regulations isn’t just about ticking boxes—it’s about building trust with investors, customers, and regulators. One such important compliance requirement is Form MGT-8, a certification that ensures companies are meeting legal obligations while filing their annual returns.
If your company falls under certain criteria, you must get this form certified by a practising Company Secretary (CS) to confirm that your annual return is accurate and meets all legal requirements.
Understanding who needs to file Form MGT-8, its format, and compliance requirements can help companies avoid unnecessary risks and maintain smooth operations.
Table of Contents
What is Form MGT-8?
Form MGT-8 is a certification issued by a practising Company Secretary to validate that a company’s annual return complies with the provisions of the Companies Act of 2013. It assures that the company has accurately disclosed its financial and operational details, ensuring transparency and accountability.
The certificate covers aspects such as shareholding structure, board composition, meetings, and statutory records.
When Is Form MGT-8 Required?
Form MGT-8 is required in specific scenarios where companies exceed certain financial thresholds or have a specific status. It is mandatory for:
- Listed companies
- Companies with a paid-up share capital of ₹10 crores or more
- Companies with a turnover of ₹50 crores or more
Form MGT-8 Format
Essential Components of the Form
Form MGT-8 is a certification report that includes various essential components to ensure compliance with the Companies Act, 2013. These components typically include:
- Company Details – Name, registration number, and details of the company.
- Certificate of Compliance – A statement certifying the company's adherence to the Act’s provisions.
- Verification of Financial Records – Confirmation that financial statements have been audited and filed according to the law.
- Board and Shareholder Meeting Details – Confirmation of meetings held and compliance with relevant provisions.
- Transaction and Borrowing Details – Verification of loans, borrowings, and any changes in share capital.
- Auditor Details – Information related to the appointment and reappointment of auditors.
Structure and Key Sections
Form MGT-8 follows a structured format, typically divided into the following sections:
- Part A: Company Overview
- Includes company name, CIN (Corporate Identification Number), and registered address.
- Includes company name, CIN (Corporate Identification Number), and registered address.
- Part B: Compliance Statements
- Lists the provisions of the Companies Act, 2013 under which the company is required to comply. It includes details on financial statements, board meetings, and share capital transactions.
- Lists the provisions of the Companies Act, 2013 under which the company is required to comply. It includes details on financial statements, board meetings, and share capital transactions.
- Part C: Certification
- The company secretary provides a certificate stating that the company has adhered to all the relevant provisions of the Act.
- The company secretary provides a certificate stating that the company has adhered to all the relevant provisions of the Act.
- Part D: Signature and Date
- The form ends with the signature of the certifying company secretary, along with the date of certification.
- The form ends with the signature of the certifying company secretary, along with the date of certification.
Applicability of Form MGT-8
As per Section 92(2) of the Companies (Management and Administration) Rules, 2014, certain companies must have their annual returns certified by a practising Company Secretary. This applies to:
- Listed companies
- Companies with a paid-up share capital of ₹10 crores or more
- Companies with a turnover of ₹50 crores or more
This certification ensures the company meets all statutory compliance requirements before submitting its annual return.
Related Read: LLP Form 11; Annual Return
Contents of Form MGT-8
Form MGT-8 contains several key elements that ensure a company is in compliance with the Companies Act of 2013. The contents include:
- Company details: Name, registration number, and principal business activities.
- Share capital structure: Details of shares issued and ownership distribution.
- Compliance confirmation: Verification of board meetings, statutory filings, and regulatory approvals.
- Certifications: Declaration by the practising Company Secretary affirming that the company has adhered to all relevant legal provisions.
Contents of the Form MGT-8 Report
The company secretary must certify that the annual return of the company is accurate and in compliance with the provisions of the Companies Act, 2013. The key points covered in the report include:
- Status of the Company – The company’s legal status under the Companies Act.
- Maintenance of Registers and Records – Ensuring records are updated within prescribed timelines.
- Filing of Forms and Returns – Confirmation that necessary filings were made to the appropriate authorities.
- Board Meetings – Verification that board and committee meetings were conducted correctly.
- Register of Members/Shareholders – Confirmation of compliance with closure and maintenance requirements.
- Loans to Directors – Adherence to provisions under Section 185 of the Companies Act for loans to directors.
- Changes in Share Capital – Details on share capital transactions (issue, transfer, buyback, etc.).
- Dividend Rights – Assurance that dividend-related processes have been followed.
- Investor Education and Protection Fund – Confirmation of amounts moved to this fund as per Section 125.
- Financial Statements – Certification that audited financial statements are signed and compliant with Section 134.
- Director & KMP Appointments – Verification of appointments, reappointments, and remuneration of directors and key managerial personnel.
- Auditor Appointments – Confirmation that auditor appointments comply with Section 139.
- Approval from Authorities – Ensuring necessary approvals have been obtained.
- Acceptance of Deposits – Compliance with the acceptance, renewal, and repayment of deposits.
- Borrowings and Charges – Details on borrowings and matters related to charges.
- Loans/Investments/Guarantees – Compliance with Section 186 for providing loans/investments to bodies corporate or individuals.
- Alteration of AoA/MoA – Confirmation of any changes to the Articles or Memorandum of Association.
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Compliance Aspects
The compliance aspects covered by Form MGT-8 include:
- Corporate Governance: Ensuring proper board structure and transparency in decision-making.
- Regulatory Filings: Confirmation that the company has submitted all required returns and documents.
- Financial Reporting: Validation of financial statements and records.
- Board Meetings & Resolutions: Verification of proper conduct of board meetings and resolutions.
- Loans & Related Party Transactions: Ensuring transactions comply with legal provisions.
- Approvals & Authorizations: Confirmation that necessary approvals from the Central Government or regulatory authorities are obtained where required.
Consequences of Non-Compliance
Failure to comply with the requirements of Form MGT-8 can result in serious consequences, including:
- Penalties and Fines: Companies and responsible officers may face monetary penalties for non-compliance.
- Legal Action: Regulatory authorities may initiate legal proceedings against defaulting companies.
- Reputation Damage: Non-compliance affects investor confidence and the company's credibility.
- Operational Restrictions: Companies may face restrictions in obtaining loans, tenders, and other business opportunities.
Conclusion
Form MGT-8 is a critical compliance document that ensures companies adhere to the Companies Act of 2013. It is mandatory for listed companies and those meeting specific financial thresholds.
By obtaining certification from a practising Company Secretary, companies can confirm their adherence to legal requirements, reducing regulatory risks. Understanding its applicability, format, and compliance aspects helps businesses maintain transparency and corporate governance.
Companies must meet the necessary compliance requirements to avoid penalties and safeguard their business interests.
Frequently Asked Questions
Private Limited Company
(Pvt. Ltd.)
- Service-based businesses
- Businesses looking to issue shares
- Businesses seeking investment through equity-based funding
Limited Liability Partnership
(LLP)
- Professional services
- Firms seeking any capital contribution from Partners
- Firms sharing resources with limited liability
One Person Company
(OPC)
- Freelancers, Small-scale businesses
- Businesses looking for minimal compliance
- Businesses looking for single-ownership
Private Limited Company
(Pvt. Ltd.)
- Service-based businesses
- Businesses looking to issue shares
- Businesses seeking investment through equity-based funding
One Person Company
(OPC)
- Freelancers, Small-scale businesses
- Businesses looking for minimal compliance
- Businesses looking for single-ownership
Private Limited Company
(Pvt. Ltd.)
- Service-based businesses
- Businesses looking to issue shares
- Businesses seeking investment through equity-based funding
Limited Liability Partnership
(LLP)
- Professional services
- Firms seeking any capital contribution from Partners
- Firms sharing resources with limited liability
Frequently Asked Questions
Who is eligible for MGT-8?
Form MGT-8 can only be certified by a Company Secretary in Practice (CS). A CS is eligible to certify this form if they are a member of the Institute of Company Secretaries of India (ICSI) and hold a valid certificate of practice. This ensures that the certification complies with legal and regulatory standards.
What is MGT-8 filed for?
Form MGT-8 is filed to certify that a company has complied with the provisions of the Companies Act, 2013, and the rules made thereunder. It is specifically used for certifying the annual return of the company, ensuring that the company's records, meetings, filings, transactions, and governance practices are in compliance with the legal requirements.
What is the difference between MGT-8 and secretarial audit?
- MGT-8: This is a certificate provided by a company secretary in practice, confirming that the company's annual return complies with the requirements of the Companies Act, 2013. It is more focused on the company’s compliance with the law and internal governance.
- Secretarial Audit: A secretarial audit is a comprehensive examination of a company’s records and operations to ensure compliance with various laws and regulations (including corporate governance and SEBI regulations). It is a more detailed and extensive process compared to MGT-8, usually required for larger companies.
Can MGT-8 be digitally signed?
Yes, MGT-8 can be digitally signed by the company secretary in practice who is certifying the form. The digital signature ensures the authenticity and validity of the document, in line with the requirements for filing documents electronically with the Registrar of Companies (RoC).
Who is required to file MGT-8?
The filing of Form MGT-8 involves the following steps:
How to file MGT-8?
The filing of Form MGT-8 involves the following steps:
- Preparation: The company secretary in practice certifies the company’s compliance with the Companies Act, 2013 and prepares Form MGT-8.
- Certification: The company secretary certifies the annual return, ensuring it is in line with the legal requirements.
- Submission: Form MGT-8, along with the annual return (MGT-7), is filed with the Registrar of Companies (RoC) through the Ministry of Corporate Affairs (MCA) portal. The company secretary digitally signs the form before submission.
- Filing Fee: Pay the prescribed filing fee on the MCA portal at the time of submission.
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Akash Goel is an experienced Company Secretary specializing in startup compliance and advisory across India. He has worked with numerous early and growth-stage startups, supporting them through critical funding rounds involving top VCs like Matrix Partners, India Quotient, Shunwei, KStart, VH Capital, SAIF Partners, and Pravega Ventures.
His expertise spans Secretarial compliance, IPR, FEMA, valuation, and due diligence, helping founders understand how startups operate and the complexities of legal regulations.
