MGT-8 is the certificate a practising company secretary gives on a company's annual return. It says the return states the facts correctly and adequately, and that the company has complied with the Companies Act. It is needed for listed companies and for larger unlisted ones, and it goes with the annual return.
Last reviewed: 17 October 2026. Facts checked. We opened a ClearTax page on MGT-8 and ran a web search on the applicability thresholds. India Code and the MCA PDF were not available to us (403 errors), so we did not read section 92 or Rule 11 directly. Rule 11(2), opened on ca2013.com (a secondary site), joins the tests with "or"; the ClearTax page says "and", which does not match the rule text. We did not open the form itself. We did not check how the certificate is attached on the MCA portal.
Where MGT-8 sits
Every company files an annual return. Most use Form MGT-7, and small companies and One Person Companies use MGT-7A. MGT-8 is a separate certificate that a practising company secretary signs. Read the base form first: MGT-7 and MGT-7A.
Who gives it
A practising company secretary. The ClearTax page ties this to section 92(2) of the Companies Act, 2013, read with Rule 11(2) of the Companies (Management and Administration) Rules, 2014.
When it is needed
Rule 11(2) of the Companies (Management and Administration) Rules, 2014 joins the limbs with "or", as the text on ca2013.com shows. Some summaries say "and".
| Source | Wording on applicability |
|---|---|
| ClearTax page we opened (does not match the rule text) | A listed company, or a company with paid-up share capital of ₹10 crore or more and turnover of ₹50 crore or more |
| Rule 11(2) text on ca2013.com | "Or" between the limbs, so listed, or paid-up capital of ₹10 crore or more, or turnover of ₹50 crore or more |
| Another search result | All listed companies, regardless of capital or turnover |
Under "or", a company with high turnover but small capital needs MGT-8. The rule was amended in 2021, so read Rule 11(2) as it stands today before you decide a borderline case.
Search results also said small companies and One Person Companies do not need MGT-8. We could not confirm this on an opened page, so check the Rule.
What the certificate says
According to ClearTax, the company secretary certifies two things:
- The annual return states the facts adequately and correctly as at the end of the financial year.
- The company has complied with the Act and rules on a list of matters.
The page's list is long. Examples include registers and records, filing of forms, Board and committee meetings, related party contracts, changes to share capital, dividends, transfers to the IEPF, signed financial statements, appointments of directors, key managerial personnel and auditors, deposits, borrowings, loans and guarantees under section 186, and changes to the memorandum and articles.
That is why the certificate rests on good records. See board meetings under the Companies Act and AGM rules.
How it differs from the auditor's work
The statutory auditor reports on the financial statements. The company secretary under MGT-8 reports on compliance as shown in the annual return. The two reviews touch the same company but look at different things, and neither replaces the other. Where both review the same fact, such as an auditor appointment or a related party contract, make sure the records agree.
Timing
The certificate is part of the annual return work, so it should be planned alongside the AGM and the MGT-7 date, not after. Leaving the PCS only a few days to review the registers is how errors slip into the return. We did not check the current due date for MGT-7. Take it from our annual return guide and verify on the MCA portal.
The risk for a wrong certificate
ClearTax says:
- A company secretary who certifies a return that does not conform to the Act or rules faces a fine of ₹50,000 to ₹5 lakh.
- The ICSI Disciplinary Committee can act under the Company Secretaries Act, 1980.
- Section 448 covers false statements and omitted material facts, and section 447 covers fraud.
For the company, the practical risk is a late or defective annual return. See the AOC-4 guide for the companion filing.
How to prepare the file for your PCS
- Confirm whether your company is in scope for MGT-8, using Rule 11(2).
- Give the PCS a complete set of registers and minutes.
- List every ROC form filed in the year, with dates and challans.
- Share Board and committee meeting dates and attendance.
- Share related party contracts and the approvals taken. See related party transactions.
- Give the loans, guarantees and deposits schedule.
- Allow time. The certificate is a review, not a stamp.
The company due date finder helps you plan the annual return timeline.
Frequently Asked Questions
Who signs MGT-8?
A practising company secretary.
Is MGT-8 needed for private companies?
Yes, if it has paid-up capital of ₹10 crore or more or turnover of ₹50 crore or more (or is listed), under Rule 11(2).
Is MGT-8 the same as secretarial audit?
No. MGT-8 certifies the annual return. Secretarial audit is a wider review with its own report.
Can the statutory auditor sign MGT-8?
The page we opened names a practising company secretary as the certifier.
What if the annual return is wrong after certification?
The ClearTax page lists fines for the company secretary and mentions sections 447 and 448. Take advice before refiling.
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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