Eform BEN-2 is required to be filed pursuant to Pursuant to Section 90(4) of the Companies Act, 2013 and Rule 4 of the Companies (Significant Beneficial Owners) Rules 2018, which are reproduced for your reference.

Section 90(4):

  • Every company shall file a return of significant beneficial owners of the company and changes therein with the Registrar containing names, addresses and other details as may be prescribed within such time, in such form and manner as may be prescribed.
  • Beneficial Owner: Every individual, who acting alone or together, or through one or more persons or trust, including a trust and persons resident outside India, holds beneficial interests,  in shares of a company or the right to exercise, or the actual exercising of significant influence or control.

Example: Mr. hari holds shares of XYZ Private Limited. However, Name of Mr. ravi entered into registered of members as registered member. In this case Mr. Hari is beneficial owner of Shares of XYZ Pvt Ltd. But the Mr. Ravi  name mentioned in Registered of Members.

  • Upon receipt of declaration under rule 3, in form no BEN-1 the reporting company shall file a return in Form No. BEN-2 with the Registrar in respect of such declaration, within a period of thirty days from the date of receipt of such declaration by it, along with the fees as prescribed in companies (Registration offices and fees) Rules, 2014.”.
  • It is mandatory to enter the number of SBOs for whom this form is being filed for declaration by the company. Please note that the maximum number that can be entered here is 9.
  • Each SBO shall be provided an SBO ID after the successful processing of this form.
  • In case the form is being filed to update the details of a previously reported SBO, On selection of radio button, related SBO ID for which the change is being reported shall be entered in the ‘Particulars of the SBO’ section in the form.
  • The date of entry of name of the member in the register of members needs to be entered.
  • Date of declarations under sub-section (1) of section 90 should be entered.
  • Date of receipt of the declaration by the company needs to be entered as well.
  • Fee for filing e-Forms or documents in case of company have share capital
Nominal Share Capital Fee applicable
Less than 1,00,000 Rupees 200
1,00,000 to 4,99,999 Rupees 300
5,00,000 to 24,99,999 Rupees 400
25,00,000 to 99,99,999 Rupees 500
1,00,00,000 or more Rupees 600
  • Fee for filing e-Forms or documents in case of company not have share capital
Fee applicable
Rupees 200
· Additional fee rules Period of delays
Up to 30 days 2 times of normal fees
More than 30 days and up to 60 days 4 times of normal fees
More than 60 days and up to 90 days 6 times of normal fees
More than 90 days and up to 180 days 10 times of normal fees
More than 180 days 12 times of normal fees
  • These rules shall not be made applicable to the extent the share of the reporting company is held by,-

1. the authority constituted under sub-section (5) of section 125 of the Act;

2. Its holding reporting company, Provided that the details of such holding reporting company shall be reported in Form No. BEN-2.

3. the Central Government, State Government or any local Authority;

4. a reporting company, or a body corporate, or an entity, controlled by the Central Government or by any State Government or Governments, or partly by the Central Government and partly by one or more State Governments;

5. Securities and Exchange Board of India registered Investment Vehicles such as mutual funds, alternative investment funds (AIF), Real Estate Investment Trusts (REITs), Infrastructure Investment Trust (InVITs) regulated by the Securities and Exchange Board of India,

6. Investment Vehicles regulated by Reserve Bank of India, or Insurance Regulatory and Development Authority of India, or Pension Fund Regulatory and Development Authority.

DISCLAIMER: THE ARTICLE IS BASED ON THE RELEVANT PROVISIONS AND AS PER THE INFORMATION EXISTING AT THE TIME OF THE PREPARATION.IN NO EVENT I SHALL BE LIABLE FOR ANY DIRECT AND INDIRECT RESULT FROM THIS ARTICLE. THIS IS ONLY A KNOWLEDGE SHARING INITIATIVE.

THE AUTHOR CAN BE REACHED AT VINAYAK.CHARU@GMAIL.COM AND AT 6283643738

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6 Comments

  1. Preeti says:

    Indirect element is must for filing BEN-2, here there is direct individual holding, so BEN-2 filing is not required in this case.

  2. Neha Batra says:

    Dear Sir
    Pls clarify, like in a private company there are onl two shareholders A and B and both of them are regd as well as beneficial owners . Since, no other person holds any int. int he stake voting wise/shareholding wise or in any other case.

    That private company is reqd to file Form BEN-2 to intimate that regd and beneficial are same??

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