Companies Act 2013 Section 117

Companies Act 2013 Section 117 mandates the filing of certain resolutions and agreements with the Registrar of Companies (RoC). This provision ensures transparency and public access to key corporate decisions, fostering accountability in company management.

Understanding Section 117 is crucial for directors, shareholders, company secretaries, and legal professionals to comply with statutory requirements. Timely and proper filing helps avoid penalties and supports good corporate governance.

Companies Act Section 117 – Exact Provision

This section requires companies to file specific resolutions and agreements with the RoC within 30 days. The government prescribes the filing format and manner. Non-compliance attracts penalties. This ensures that important corporate decisions are publicly accessible and verifiable.

• Mandates filing of specified resolutions and agreements with RoC.

• Sets a 30-day timeline for filing.

• Allows government to prescribe filing format.

• Non-filing attracts penalties.

• Supports transparency and accountability.

Explanation of Companies Act Section 117

Section 117 specifies which resolutions and agreements must be filed and the timelines for doing so.

• Applies to companies required to file resolutions and agreements under the Act.

• Directors and company officers are responsible for compliance.

• Filing must occur within 30 days of resolution passing or agreement date.

• Includes resolutions related to share capital, loans, directors’ appointments, and others as prescribed.

• Failure to file is a violation attracting penalties.

Purpose and Rationale of Companies Act Section 117

This section aims to strengthen corporate governance by ensuring key decisions are documented and accessible.

• Enhances transparency of company decisions.

• Protects shareholders and stakeholders by public disclosure.

• Ensures accountability of directors and management.

• Prevents concealment of important agreements or resolutions.

When Companies Act Section 117 Applies

The section applies whenever a company passes resolutions or enters agreements that must be filed under the Act.

• Applicable to all companies required to file resolutions or agreements.

• Triggers include passing of board or general meeting resolutions.

• Includes agreements affecting company structure or finances.

• Filing must be done within 30 days of the event.

• Exemptions may apply as per specific provisions or government notifications.

Legal Effect of Companies Act Section 117

Section 117 creates a mandatory duty to file specified resolutions and agreements with the RoC within the prescribed time. This filing is essential for the validity and enforceability of certain corporate actions. Non-compliance results in penalties, impacting the company and its officers. The provision interacts with MCA rules prescribing formats and procedures for electronic filing.

• Creates mandatory filing obligation.

• Ensures public record of key corporate decisions.

• Non-compliance leads to penalties under the Act.

Nature of Compliance or Obligation under Companies Act Section 117

Compliance with Section 117 is mandatory and time-bound. It is a one-time obligation per resolution or agreement but recurs with each qualifying event. Directors and company secretaries bear responsibility for timely filing. This obligation influences internal governance by enforcing discipline in documentation and disclosure.

• Mandatory and conditional on passing of resolutions or agreements.

• One-time filing per event within 30 days.

• Responsibility lies with company officers, especially secretaries.

• Supports internal record-keeping and external transparency.

Stage of Corporate Action Where Section Applies

Section 117 applies after the corporate decision or agreement is finalized and passed.

• Post-resolution or agreement execution stage.

• Before or during filing and disclosure stage with RoC.

• Ongoing compliance with filing timelines.

• Not applicable at incorporation stage unless relevant resolutions arise.

Penalties and Consequences under Companies Act Section 117

Failure to comply with Section 117 attracts monetary penalties on the company and every officer responsible. Persistent default may lead to higher fines. While imprisonment is generally not prescribed, the company’s reputation and legal standing may suffer. Additional remedial directions may be issued by the RoC.

• Monetary penalties for late or non-filing.

• Fines increase with continued default.

• Possible disqualification of officers in extreme cases.

• Remedial actions by regulatory authorities.

Example of Companies Act Section 117 in Practical Use

Company X passed a special resolution to increase its authorized share capital on January 1, 2026. The company secretary filed the resolution with the RoC on January 25, 2026, within the prescribed 30-day period. This timely filing ensured compliance and avoided penalties. Conversely, Director Y of Company Z delayed filing a loan agreement resolution beyond 30 days, resulting in a penalty notice from the RoC.

• Timely filing avoids penalties and maintains compliance.

• Delayed filing triggers regulatory action and fines.

Historical Background of Companies Act Section 117

Section 117 evolved from similar provisions in the Companies Act, 1956, which required filing of resolutions and agreements. The 2013 Act introduced clearer timelines and electronic filing mandates to improve transparency and ease of compliance. Amendments have refined filing formats and penalties to align with modern corporate practices.

• Replaced earlier filing provisions under the 1956 Act.

• Introduced stricter timelines and electronic filing.

• Amended for clarity and enforcement efficiency.

Modern Relevance of Companies Act Section 117

In 2026, Section 117 remains vital for digital compliance via the MCA portal. It supports e-governance by mandating electronic filing of resolutions and agreements. The provision aligns with governance reforms emphasizing transparency, accountability, and timely disclosure. It also complements ESG and CSR reporting by ensuring corporate decisions are publicly accessible.

• Supports digital filing and MCA portal integration.

• Enhances governance reforms and transparency.

• Maintains practical importance in corporate compliance.

Related Sections

• Companies Act Section 2 – Definitions relevant to corporate entities.

• Companies Act Section 117 – Filing of resolutions and agreements.

• Companies Act Section 123 – Declaration of dividends.

• Companies Act Section 179 – Powers of the Board.

• IPC Section 447 – Punishment for fraud.

• SEBI Act Section 11 – Regulatory oversight for listed companies.

Case References under Companies Act Section 117

No landmark case directly interprets this section as of 2026.

Key Facts Summary for Companies Act Section 117

• Section: 117

• Title: Filing of Resolutions and Agreements

• Category: Governance, Compliance

• Applies To: Companies, Directors, Officers

• Compliance Nature: Mandatory, Time-bound filing

• Penalties: Monetary fines for non-compliance

• Related Filings: Resolutions, Agreements with RoC

Conclusion on Companies Act Section 117

Section 117 plays a critical role in ensuring that companies maintain transparency by filing key resolutions and agreements with the Registrar of Companies. This statutory requirement supports good corporate governance and protects the interests of shareholders and stakeholders.

Timely compliance with Section 117 helps companies avoid penalties and legal complications. It fosters accountability and public trust in corporate operations, making it an essential provision for directors, company secretaries, and legal professionals to understand and implement diligently.

FAQs on Companies Act Section 117

What types of resolutions must be filed under Section 117?

Resolutions such as special resolutions, resolutions related to share capital changes, loans, and other significant corporate decisions must be filed within 30 days under Section 117.

Who is responsible for filing resolutions with the RoC?

The company’s directors and company secretary are primarily responsible for ensuring that required resolutions and agreements are filed timely with the Registrar of Companies.

What is the time limit for filing under Section 117?

All required resolutions and agreements must be filed within 30 days from the date of passing the resolution or execution of the agreement.

What are the penalties for non-compliance with Section 117?

Non-compliance attracts monetary penalties on the company and officers responsible. Repeated defaults can lead to higher fines and possible disqualification of officers.

Can the filing format be changed under Section 117?

Yes, the Central Government may prescribe or amend the manner and format of filing resolutions and agreements to keep up with technological and regulatory changes.