CS Jatin Bajaj
Who are registered owners?
Register owners are those who directly hold the shares of the Company and whose name is entered in the Register of Member under form MGT 1
Beneficial owners
Beneficial owners are those who hold the shares not in his own name but in the name of any other person such as bank, nominee etc.
According to section 89 of Companies Act 2013, Read with Rule 9 of Companies (Management & Administration) Rules 2014.
Declaration by Registered owner of shares who does not hold the beneficial interest in such shares
Where the name of the person is entered in the Register of Member of the Company as the holder of the share of the Company but who does not hold the beneficial interest in the shares, such person shall file a declaration with the Company in Form No MGT 4, WITHIN THE PERIOD OF 30 DAYS from the date on which his name is entered in the register of Members of the Company/
Contents specified in form MGT 4
- Name of the person who holds the beneficial interest in the share
- Particulars of the registered owners of the share
- Details of shares in respect of which declaration is made by registered owner
- Details of Beneficial Interest
- Particulars of Change in Beneficial Interest.
Important Note: When any change occurs in the beneficial interest in such shares, registered owner within 30 days from date of change shall file declaration in Form MGT 4.
Declaration by the beneficial owner who holds or acquires beneficial interest in shares but whose name is not entered in Register of Member
According to Section 89(2), Read with Rule 9 of Companies (Management & Administration) Rules 2014,
Every person who holds or acquire a beneficial interest in share of a Company shall make a declaration to the Company in Form MGT 5 within 30 days from acquiring such beneficial interest in the shares of the Company
Contents of MGT 5
- Details of the shares in which beneficial interest is held by the person making declaration
- Particulars of Beneficial owner
- Particulars of Registered owner
- Details of beneficial interest
- Particulars of persons from whom beneficial interest is acquired, if applicable
- Particulars of Change in beneficial interest.
Important Note: When any change occurs in the beneficial interest in such shares, the beneficial owner within 30 days of change shall make the declaration to the Company in Form MGT 5.
- Where any declaration under section 89 is received by the Company, the Company shall make the note of such declaration in the Register of Members and shall file within 30 days from date of receipt of declaration by it, a return in Form MGT 6 with ROC along with fee.
Points to be noted:
Form MGT 4 is the declaration filed by registered owner of share to the Company
Form MGT 5 is the declaration filed by the beneficial owner to the Company
Form MGT 6 is filed by Company to Registrar in respect of declaration received by the Company as per form MGT 4 & MGT 5.
Weather Section 89 shall apply to the Government Company?
No, Section 89 shall not be applicable to Government Company vide Notification No. G.S.R. 463(E) dated 5th June 2015.
How beneficial owner can register shares back in its name if existing registered holder (nominee) refuse to sign transfer deed and MGT-4?
Yes, We will File Form MGT 4, MGT 5 , & MGT 6 in case of Wholly owned Subsidiary Company at time of Incorporation
What would be the position in case the company is incorporated as 100% subsidiary of another company with 1 share being held as nominee shareholder. Is it required to file MGT 4, MGT5 and MGT 6 in this case even if the intimation of such nominee holding has already been given at the time of incorporation.