In the context of corporate compliance in India, as per the Companies Act, 2013, every registered company is required to file multiple forms with the Registrar of Companies (ROC) on a regular basis. Among these forms, form GNL-2 serves an important function, as it allows a company to file key documents, resolutions and returns with the ROC, not necessarily filed automatically under other prescribed forms.
In essence, it can be viewed as a supplementary or supporting filing for the ROC; to ensure that any important or significant records and decisions made by the management of a company are placed on the official record to the Ministry of Corporate Affairs (MCA).
This blog will set out to detail the functions, applicability, filing process, and compliance aspects of Form GNL-2 to readers.
What is Form GNL-2?
Form GNL-2 is a computerized Form prescribed under the Companies (Filing Fee and Registration Offices) Rules, 2014. It is utilized in order for companies to submit documents or returns to the Registrar of Companies that are not subject to other electronic Forms of the Company, but are required to be submitted in accordance with the Companies Act 2013 or any of the rules under the Act.
Stated differently, GNL-2 acts as a “document submission form” — any time your company passes a special resolution, or adopts a policy or something, that must then be filed with the ROC (but does not have its own separate electronic Form), then GNL-2 would be the proper Form to provide the ROC with the document.
Purpose of Filing Form GNL-2
The key objective of Form GNL-2 is to formally submit certain resolutions, returns and other documents to the ROC. Most common uses of this form are to:
1. Submit Resolutions and Agreements
- The Companies Act of 2013, Section 117(1), requires companies to file certain resolutions and agreements that have been passed by the Board or shareholders.
- Most resolutions will be filed via Form MGT-14. Certain cases that fall outside the scope of MGT-14 can also be submitted via GNL-2.
- For example, internal company policy, circular resolutions, or specific rule-driven required resolutions.
2. Filing of Prospectus or Offer Documents
- A company should file with the ROC when it issues a prospectus, red herring prospectus, or an offer document of any kind.
- If the MCA portal does not specify a form to be uploaded to submit that document there, GNL-2 can be used to submit the form.
3. Filing Circulars, Notices, Circulars or Reports
- Companies also occasionally need to file circulars, notices or some internal reports with ROC for recordkeeping or compliance.
- GNL-2 can be used to facilitate uploading such documentation to the ROC.
4. Filing of Board Reports or Annual Returns
- In some cases, it may be necessary to file a revised Board report or Annual return for corrections or clarification. GNL-2 can be used to upload these reports after obtaining ROC approval.
5. Notification of Resolutions Passed by Liquidator
- Resolutions or communications by liquidator during liquidation proceedings may be made through this form.
In summary, Form GNL-2 is also a critical legal notice to assure transparency and accountability by keeping the ROC informed of key corporate actions which do not fit into other filing requirements.
When Should GNL-2 Be Filed?
GNL-2 should be filed whenever the company needs to submit a document, report, or resolution that doesn’t have a specific filing form prescribed under the MCA system.
Examples include –
- Circular resolutions under Section 175
- Filing revised documents (like a corrected financial statement or board report)
- Prospectus submissions
- Intimations from the liquidator
- Statutory disclosures or explanations as directed by the ROC
Failure to file GNL-2 when required may result in non-compliance under Section 117 and can attract penalties for the company and its officers in default.
Attachments Required with Form GNL-2
The following documents may be attached depending on the purpose of filing –
| Type of Document | Attachment Required |
| Filing resolutions | Certified true copy of Board or Special Resolution |
| Prospectus submission | Copy of the prospectus/offer document |
| Revised Board report or return | Updated version of the report/return |
| Liquidator’s communication | Certified copy of communication |
| Other documents | Any relevant supporting papers or declarations |
Additionally, companies must attach a Board Resolution authorizing the submission of the form to ROC.
Filing Procedure for GNL-2
The following is a step-by-step process to file a GNL-2 on the MCA portal –
Step 1. Log in to the MCA Portal
Visit https://www.mca.gov.in and log in with the login credentials of the company.
Step 2. Download the Form
Go to MCA Services → e-Filing → Company Forms Download (on the left-hand side) and select Form GNL-2.
Step 3. Fill in the Details
Fill out the following:
- Corporate Identification Number (CIN)
- Purpose of filing
- Description of documents being attached
- Details of the digital signature of the authorized signatory
Step 4. Attach Supporting Documents
Attach certified true copies of the resolutions, reports, or any other relevant document being submitted.
Step 5. Sign the Form Digitally
Affix the Digital Signature Certificate of the Director, Manager, or Company Secretary, who is authorized to file.
Step 6. Upload on MCA Portal
Upload the form on the MCA website, and pay the prescribed fee based on the authorized share capital of the company.
Step 7. Acknowledgement
Once the upload is successful, a service request number will be generated, which can be used to track the status of the filing.
Importance of Filing Form GNL-2
- Guarantees Legal Transparency – By filing Form GNL-2, it formally records all company resolutions and certified documents with the ROC.
- Protects Against Non-Compliance Fines – Completing the filing on time protects the company against fines under section 117 and other relevant laws.
- Provides Evidence of Filing – The SRN serves as evidence of filing for legal or audit purposes.
- Enhances Corporate Governance – Records of company internal resolutions and alterations ensure accountability for the company’s files maintained by the MCA.
- Helpful to Auditors and Stakeholders – Auditors and Stakeholders can use the company filings for due diligence or proof.
Conclusion
Form GNL-2 is an important compliance form that indicates to the ROC that all important documents, resolutions and returns have been formally submitted, even when there is no prescribed e-form issued to do so. It facilitates good governance, transparency and regulatory compliance while also evidencing a record of what occurred corporately.
All companies, regardless of size or structure, should know the purpose, considerations, timing and procedure of filing Form GNL-2, to avoid penalties or consequences and to maintain good governance.
Ultimately, a proper utilization of GNL-2 allows companies to enhance their legal position and contribute to establishing an open and transparent relationship with the Ministry of Corporate Affairs.
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