Section 117 Filing of Resolutions With the ROC
Section 117 filing of resolutions is the provision that decides which decisions taken inside a company become records held by the Registrar. It is short, it is mechanical, and it is the reason a shareholder outside the room can ever read the text of a resolution passed inside it. It also carries one of the more counterintuitive rules in the Act: a whole class of resolutions that must be filed and then may not be inspected. This is not investment advice.
Definition
Section 117
of the Companies Act, 2013 requires a copy of every resolution or agreement in respect of the matters specified in section 117(3), together with the explanatory statement under section 102 if any, to be filed with the Registrar within thirty days of the passing or making of it, in the prescribed manner and with the prescribed fees. Source: Companies Act, 2013, section 117(1).
What does section 117 filing of resolutions require?
Sub-section (1) sets one deadline and one bundling rule.
The deadline is thirty days from the passing of the resolution or the making of the agreement. The Act originally tied this to section 403, but the words "within the time specified under section 403" were omitted by Act 1 of 2018, section 30, with effect from 7 May 2018, so the thirty day period in sub-section (1) now stands on its own.
The bundling rule is the part that matters to a reader. What is filed is not the bare resolution. It is the resolution together with the explanatory statement under section 102, if any, annexed to the notice calling the meeting in which the resolution was proposed. The reasoning travels with the decision. What is an explanatory statement under section 102 covers what that statement has to contain.
The proviso adds a separate obligation that is not a Registrar filing at all: a copy of every resolution which has the effect of altering the articles, and a copy of every agreement referred to in sub-section (3), shall be embodied in or annexed to every copy of the articles issued after the resolution is passed or the agreement made. Anyone who buys a copy of the articles gets the amendments with it.
The seven clauses that qualify
Sub-section (3) is a list lettered from (a) to (h) with clause (e) omitted, so there are seven live clauses.
| Clause | What it covers |
|---|---|
| (a) | Special resolutions |
| (b) | Resolutions agreed to by all the members which, if not so agreed, would not have been effective unless passed as special resolutions |
| (c) | Any resolution of the Board of Directors, 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 agreed to by any class of members which would not have been effective unless passed by a specified majority or in a particular manner, and all resolutions or agreements which effectively bind such class though not agreed to by all of them |
| (e) | Omitted |
| (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 section 179(3) |
| (h) | Any other resolution or agreement as may be prescribed and placed in the public domain |
Two entries carry a history worth stating.
Clause (e) was omitted by Act 1 of 2018, section 30, with effect from 7 May 2018. The India Code text renders the gap as a row of asterisks rather than closing it, so the lettering skips from (d) to (f). If you count positions in the printed list instead of reading the letters, every clause after the gap comes out one letter early. This is a general hazard in the Act, not a quirk of this section.
Clause (f) points at the Insolvency and Bankruptcy Code, not at the Companies Act. The reference to "section 304" was substituted with the reference to section 59 of the Insolvency and Bankruptcy Code, 2016 by Act 31 of 2016, section 255 and the Eleventh Schedule, with effect from 15 November 2016. A voluntary winding up resolution is now an insolvency law instrument that a company law section requires to be filed.
The resolutions that are filed and then sealed
Clause (g) brings in resolutions passed under section 179(3), which is the list of eleven matters a board may decide only at a meeting. Section 179 board powers covers that list.
Then comes the proviso, inserted by Act 21 of 2015, section 9, with effect from 29 May 2015: no person shall be entitled under section 399 to inspect or obtain copies of such resolutions.
No inspection
Resolutions passed under section 179(3) are filed with the Registrar, and no person may then inspect or obtain copies of them under section 399
Source: Companies Act, 2013, section 117(3)(g), proviso, inserted by Act 21 of 2015, section 9
This is the rule most likely to surprise a reader coming to the section for the first time. A company's board resolution to borrow, to invest or to give a guarantee has to be filed with the Registrar within thirty days, and then the ordinary public inspection route is closed against it. The obligation to file and the right to read are set separately, and clause (g) is where they come apart.
A further proviso to clause (g) takes some resolutions out of the clause altogether. It disapplies the clause for a resolution passed to grant loans, or give guarantee or provide security in respect of loans under section 179(3)(f) 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
For those lenders, routine credit decisions are not resolutions to be filed one by one. Note that the carve out is limited to clause (f) of section 179(3) and to the ordinary course of business, and that in two of the three cases the class still has to be prescribed.
The penalty, split two ways
Sub-section (2) was substituted by Act 29 of 2020, section 22, with effect from 21 December 2020. It sets the same base and daily amounts for the company and for officers, and different ceilings.
| Who | Base penalty | Continuing failure | Maximum |
|---|---|---|---|
| The company | Ten thousand rupees | One hundred rupees for each day after the first | Two lakh rupees |
| Every officer in default, including the liquidator of the company, if any | Ten thousand rupees | One hundred rupees for each day after the first | Fifty thousand rupees |
The inclusion of the liquidator is deliberate and pairs with clause (f): a company in voluntary winding up still has a filing to make, and the person then in charge is inside the penalty.
Why this section matters to someone reading filings
Almost every other disclosure obligation in Indian company law tells a company to announce something. Section 117 tells it to hand over the document. For the clauses that are open to inspection, that is the difference between reading a summary of a decision and reading the decision.
The practical reading order for a corporate action is usually: the notice and its explanatory statement, then the voting result, then the resolution as filed under section 117.
- Ordinary vs special resolution covers which resolutions land in clause (a) and clause (b).
- Section 179 board powers covers the clause (g) resolutions and why they are filed at all.
- What is a voting results filing covers the disclosure that precedes the section 117 filing for a listed company.
- What is an explanatory statement under section 102 covers the document filed alongside the resolution.
- What are minutes of a general meeting covers the internal record the resolution comes from.
Flock reports the filings themselves, each stamped with its date and linked back to the exchange or regulator that published it. What any of it means for you is your call to make.
Frequently asked questions
Which resolutions must be filed with the Registrar?
Those in the seven live clauses of section 117(3): special resolutions, unanimous resolutions that would otherwise have needed to be special, board resolutions or agreements on the appointment or terms of a managing director, class resolutions carrying a specified majority, voluntary winding up resolutions under section 59 of the Insolvency and Bankruptcy Code, resolutions under section 179(3), and any other prescribed resolution placed in the public domain. Source: Companies Act, 2013, section 117(3).
How long does a company have to file a resolution?
Thirty days from the passing of the resolution or the making of the agreement. Section 117(1) requires a copy to be filed with the Registrar in the prescribed manner and with the prescribed fees, together with the explanatory statement under section 102, if any, annexed to the notice calling the meeting at which the resolution was proposed. Source: Companies Act, 2013, section 117(1).
Can the public inspect a filed board resolution?
Not the ones filed under clause (g). A proviso to section 117(3)(g), inserted by Act 21 of 2015, section 9, with effect from 29 May 2015, provides that no person shall be entitled under section 399 to inspect or obtain copies of resolutions passed in pursuance of section 179(3). They are filed with the Registrar and then closed to the ordinary inspection route. Source: Companies Act, 2013, section 117(3).
What is the penalty for not filing a resolution?
The company is liable to a penalty of ten thousand rupees, plus a further one hundred rupees for each day of continuing failure after the first, subject to a maximum of two lakh rupees. Every officer in default, including the liquidator if any, faces the same base and daily amounts subject to a maximum of fifty thousand rupees. Source: Companies Act, 2013, section 117(2).
Flock tracks these filings, sourced, dated, and linked back to the original. See what smart-money entities disclosed, without the guesswork about what it means.
Disclosures shown are public regulatory filings. Data may be delayed or incomplete. Smart-money entities may no longer hold positions shown. Not investment advice.