Beneficial Ownership Disclosure Requirements for Companies

MCA update : October 27, 2023 – Designated Person -Old circular

Background: According to the revised Rule 9 of the Management Rules, starting October 27, 2023, all companies must appoint a person responsible for providing information about beneficial interest in company shares to the ROC or any authorized officer. If required by the Companies Act, 2013 (CA), the company may choose to appoint a company secretary if any.

Summary: Therefore, unless a private company chooses to appoint a KMP or a company secretary, or is required to appoint a company secretary under Rule 8A of the KMP Rules, the directors of the private company will be responsible for the new compliance under Rule 9 of the Management Rules.

Until a person is specially designated for this compliance, the following persons are deemed as the designated persons:

(i) the company secretary, if appointment of such company secretary for the company is mandated under the CA;

(ii) every managing director or manager, in case a company secretary has not been appointed; or

(iii) every director, if there is no company secretary, managing director or manager.

Compliance:

In its annual return, every company must disclose information about its designated person, and any changes to this must be communicated to the ROC via e-form GNL-2. As yet, no timeline has been specified for filing e-form GNL-2.

Below is the suggested process that can be followed by the company and professionals.

1) Identify the Designated person from the Company

2) Hold the Board Meeting to approve the appointment through a Board Resolution. According to the circular, it can be from KMP or Directors, or Company Secretary.

3) file the form GNL 2 with ROC

4) When filling out form MGT 7/ form MGT 7A, need to include the necessary information.

5) If the designated person changes or resigns from the company, form GNL 2 must be filed with ROC.

6) If no designated person has been appointed by the Company, the directors or KMP, or CS will be deemed as the designated person and there is no requirement to file form GNL 2 according to the circular.