The Institute of Company Secretaries of India has represented to the Ministry of Corporate Affairs seeking the introduction of a one-time amnesty or condonation scheme for delayed filing of BEN forms under Section 90 of the Companies Act, 2013. These forms, including BEN-1, BEN-2, and BEN-3, are essential for reporting Significant Beneficial Ownership. ICSI highlighted that many companies failed to comply within prescribed timelines due to disruptions caused by the COVID-19 pandemic and challenges in identifying beneficial owners in complex shareholding structures involving foreign entities and layered holdings. As a result, companies face substantial penalties despite bona fide intentions to comply. The proposed scheme would allow delayed filings with reduced penalties, encourage voluntary compliance, update ownership records, and reduce litigation, while balancing regulatory transparency with ease of doing business.
Institute of Company Secretaries of India
G&CL: MCA: MAR:06/2026
Dated: 16th March 2026
Ms. Deepti Gaur Mukerjee
Secretary
Ministry of Corporate Affairs
Government of India
New Delhi
Respected Madam,
Subject: Request for Introduction of Amnesty Scheme / Condonation for Delay in Filing of BEN Forms under the Companies Act, 2013
Greetings of the Day!!!
At the outset, the Institute of Company Secretaries of India (the ICSI) expresses its sincere appreciation to the Ministry of Corporate Affairs (MCA) for its continuous efforts towards strengthening the transparency framework relating to identification and disclosure of beneficial ownership under the provisions of the Companies Act, 2013 and the rules made thereunder.
We wish to draw your kind attention towards Section 90 of the Companies Act, 2013 read with the Companies (Significant Beneficial Owners) Rules, 2018, which provides that the companies are required to file BEN Forms (including BEN-1, BEN-2 and BEN-3) to report the details of Significant Beneficial Owners.
While the objective of the framework is to ensure transparency in ownership structures, it has been observed that a significant number of companies could not complete the filing of BEN Forms within the prescribed timelines.
This situation arose primarily due to the unprecedented disruptions caused during the COVID-19 pandemic period, which slverely impacted business operations and compliance functions across organizations. Further, in several cases, companies with complex multi-layered shareholding structures, particularly those involving foreign entities, trusts, investment vehicles, and multiple holding structures faced practical challenges in identifying and confirming the Significant Beneficial Owners and collecting the necessary declarations from stakeholders within stipulated timelines.
Consequently, despite their bona fide intent to comply with the law, many companies could not file the requisite BEN Forms within the prescribed timelines and are presently exposed to significant penalties under the applicable provisions of the Companies Act, 2013.
ICSI Submission:
In view of the above, we humbly request you to consider introducing a one-time Amnesty Scheme or Condonation Scheme for delayed filing of BEN Forms. Such a scheme may allow companies to file pending BEN Forms within a specified window with reduced additional fees or minimal penal consequences.
The introduction of such a measure would facilitate updating and accuracy of beneficial ownership records maintained with the Ministry, promote voluntary compliance among companies, and significantly reduce litigation and penal proceedings arising from procedural delays. It would also support the broader objective of ease of doing business while maintaining the transparency framework envisaged under the Companies Act, 2013
We shall be happy to provide any further information or clarification that may be desired in this regard.
Thanking you
Yours faithfully
(CS Pawan. Chandak)
President
The Institute of Company Secretaries of India
