MGT-8 is the certificate of a practising company secretary on a company's annual return, required under Section 92(2) of the Companies Act, 2013. Rule 11(2) says it applies to a listed company, or a company with paid-up share capital of ₹10 crore or more, or turnover of ₹50 crore or more. A company below those limits does not need it.
Last reviewed: 17 October 2026. Facts checked. We could not open Section 92 on India Code (blocked, 403). We opened Rule 11 of the Companies (Management and Administration) Rules, 2014 on ca2013.com (a secondary site, not the MCA), whose sub-rule (2) joins the three limbs with "or". Some blog summaries say "and"; they do not match the rule text. The rule was substituted in 2021 and the page also noted a later amendment, so check the current notification for a borderline company. We did not verify the penalty provisions.
For what the certificate says and how to prepare the file, see our guide to the MGT-8 certificate. This post is only about whether it applies.
The test
| Company | MGT-8 needed? |
|---|---|
| Listed company | Yes, regardless of size |
| Company with paid-up share capital of ₹10 crore or more | Yes |
| Company with turnover of ₹50 crore or more | Yes |
| None of the above | No |
The three limbs are alternatives: Rule 11(2) joins them with "or", so meeting any one is enough. Some blog summaries say "and", which would exclude many more companies, but that is not what the rule text says.
Where the test is easy to get wrong
- Type of company. The limbs apply to a company with that capital or turnover, so private companies are covered if they cross the limits. A private company is not exempt just for being private.
- Which year's numbers. Use the financial year to which the annual return relates, and confirm the test date in the statute or rule. We did not confirm which balance sheet date applies.
- Turnover versus revenue. Use the company's turnover as defined in the Act. Do not use total income or gross receipts by default.
- Paid-up capital versus authorised capital. The test refers to paid-up capital. A company with large authorised capital and small paid-up capital is not covered on this limb.
- Section 204 is different. Secretarial audit has its own thresholds. The sources we read say it applies to public companies with paid-up capital of ₹50 crore or more or turnover of ₹250 crore or more, among other cases. Do not mix the two.
Five worked cases (all invented)
Case 1: listed company with small numbers
Lakeview Labs Ltd is listed. Paid-up capital is ₹6 crore and turnover is ₹30 crore.
Answer: MGT-8 needed. Listing alone triggers it.
Case 2: private company with capital over ₹10 crore
Orchard Retail Pvt Ltd has paid-up capital of ₹12 crore and turnover of ₹18 crore.
Answer: Needed under the capital limb. A private company is not excused.
Case 3: private company with turnover over ₹50 crore
Brightpath Services Pvt Ltd has paid-up capital of ₹1 crore and turnover of ₹64 crore.
Answer: Needed under the turnover limb.
Case 4: below both limits
Tiny Tools Pvt Ltd has paid-up capital of ₹2 crore and turnover of ₹22 crore.
Answer: Not needed. The company still files its annual return; check the rules on who signs it.
Case 5: one limb met, one not
Midway Metals Pvt Ltd has paid-up capital of ₹14 crore and turnover of ₹35 crore.
Answer: Needed, because paid-up capital is above ₹10 crore and the limbs are alternatives. Blog summaries that read the limbs as "and" would get this case wrong, which is why the rule text should be read directly for any borderline company.
What if you are not covered
An uncovered company does not need an MGT-8 under Section 92(2), but it may still choose to have a practising company secretary review the return, for instance because a lender or investor asks. Whether the return is signed and filed correctly remains the company's responsibility either way.
Who gives it
The certificate comes from a practising company secretary. It does not come from the statutory auditor, and we have not seen any rule that lets the auditor sign it. Our MGT-8 guide covers this and the difference from a statutory audit and the auditor's own report.
A short checklist before you engage a PCS
- Confirm company type and listing status.
- Take paid-up capital and turnover from the audited accounts for the relevant year.
- Read the Section 92(2) wording and Rule 11(2) as currently in force.
- Share the annual return draft, shareholder and director registers, and filings made during the year.
- Agree the timetable so the certificate can be attached before the annual return is filed.
Frequently asked questions
Is MGT-8 mandatory for a private company?
Only if it meets a limb of the test: paid-up capital of ₹10 crore or more, or turnover of ₹50 crore or more, under Rule 11(2).
Is MGT-8 needed for every listed company?
Yes. Rule 11(2) names listed companies first, with no size test.
Is it the same as a secretarial audit?
No. They are different requirements with different thresholds.
Can a CA sign MGT-8?
We did not find any support for that in the sources we read. The certificate is from a practising company secretary.
What is the penalty for not obtaining it?
We did not verify the penalty provisions. Check Section 92 and the penalty section in the Act.
Last reviewed: 17 October 2026. Facts checked. Opened: Rule 11 on ca2013.com; web search results summarising Section 92(2); our own site posts. Could not open: Section 92 and the penalty provisions on India Code or the MCA site.
Statutory facts on this page are checked against their sources, and the page says where it relied on secondary reporting. How we verify · Report an error