SBO Filing: Form BEN-2 under Section 90
An individual who holds 10% or more of a company’s shares, votes or dividends through another entity, or controls it in some other way, is a significant beneficial owner (SBO). The SBO gives the company Form BEN-1 within 30 days, and the company files Form BEN-2 with the ROC within 30 days of receiving it. Setindiabiz traces the owners and files BEN-2 on MCA V3.
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What is Form BEN-2?
Form BEN-2 is the company’s return to the Registrar of its significant beneficial owners (SBOs) under Section 90(4) of the Companies Act, 2013. It is filed within 30 days of receiving an SBO’s declaration in Form BEN-1 (Rule 4, SBO Rules, 2018). The SBO gives BEN-1 within 30 days of acquiring the interest or of any change in it (Rule 3(2)).
BEN-1 comes from the individual, BEN-2 goes to the ROC on the MCA V3 portal, BEN-3 is the register the company keeps, and BEN-4 is the notice it sends to a member to find the SBO. BEN-2 needs a practising professional’s certificate.
Disclaimer: Setindiabiz is an independent consulting firm with no affiliation to the MCA or any government body. The significant beneficial owner signs BEN-1, and an officer authorised by the board signs BEN-2. We trace the holdings, draft the forms and file BEN-2; the Registrar takes the return on record.
Who Files BEN-1, BEN-2 and BEN-4?
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The significant beneficial owner: BEN-1
An individual who becomes an SBO, or whose holding or control changes, gives Form BEN-1 to the company within 30 days (Rule 3(2)). The SBO is always an individual, Indian or foreign, never a company or a trust as such.
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The company: BEN-2
Every company that receives a BEN-1 files Form BEN-2 with the Registrar within 30 days of receipt (Section 90(4), Rule 4). Rule 2A also makes the company find out on its own whether it has an SBO, and get BEN-1 from him.
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Members holding 10% or more: BEN-4
Where a member other than an individual holds 10% or more of the shares, votes or distributions, the company sends it a BEN-4 notice (Rule 2A(2)). The member answers within 30 days of the notice (Section 90(6)).
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Subsidiary of an Indian company
Shares held by the company’s holding reporting company are outside the SBO Rules, but the holding company’s details are reported in BEN-2 (Rule 8(b)). The V3 form has a separate purpose for this declaration.
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Any change or exit
A new SBO, a change in percentage or control, or an SBO who exits brings a fresh BEN-1 within 30 days and a fresh BEN-2 within 30 days of receiving it. The V3 form records removal with the date of change.
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Who is outside Section 90
Shares held by the IEPF Authority, governments or government-controlled entities, SEBI-registered funds, and RBI, IRDAI or PFRDA-regulated vehicles (Rule 8). A Government company up to date with its filings is exempt (G.S.R. 463(E), 2015).
BEN-2 Filing Cost
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Why a written estimate? Our fee depends on how many layers of companies, firms or trusts sit above you and how many SBOs and BEN-4 notices the filing needs. We send a written estimate first; the ROC fee is at actuals.
Professional Fee
One fee for tracing the holdings, drafting BEN-1 and BEN-4, the board resolution, the professional’s certificate and the BEN-2 filing, quoted in writing. ROC fee at actuals; GST extra.
Basic
For seven subscribers who need the company incorporated, with its charter documents and tax numbers in place.
- DIN & DSC for Three Directors
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For founders who also want the first-year ROC filings, registers and director KYC handled from day one.
- Everything in the Silver Plan +
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- DIN KYC (Up to 3 Directors)
Documents Required for BEN-2 Filing
BEN-2 asks for each SBO’s particulars and for every member through which he holds, and it verifies the PAN against income-tax data before submission. Collect these papers from the SBO, the members in the chain and the company, so a mismatch is caught before the 30 days run out.
From each SBO
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PAN, or passportBEN-2 asks for the SBO’s income-tax PAN and verifies it online against the income-tax records. A foreign national gives a passport number instead. Keep the name and date of birth exactly as they appear on the PAN card so the verification goes through.
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Personal particularsFull name, father’s name (married women also give the father’s name), date of birth, nationality, whether an Indian citizen, address with PIN code and district, and email ID. BEN-1 and BEN-2 ask for the same details, so take them from one identity document.
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Signed BEN-1The SBO’s declaration to the company, signed by him, is the one mandatory attachment to BEN-2. Note the date he signed it and the date the company received it: BEN-2 asks for both, and the 30 days run from the date of receipt.
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Agreement giving controlWhere the SBO holds through control or significant influence rather than shares, BEN-1 and BEN-2 ask for a copy of the shareholders’ agreement, voting agreement or other document that gives it. Each copy is attached to BEN-2 within its 2 MB file limit.
From the members in the chain
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Shareholding of each memberFor a company member, its shareholding pattern and that of its ultimate holding company, to test whether the individual holds more than half of the equity, votes or distributions there. This majority stake is what makes the member’s holding his indirect holding.
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CIN, LLPIN or FCRNBEN-2 asks for the registration number, name, registered address and email of every member through which the SBO holds, and of the ultimate holding company or corporate partner. A foreign member gives its FCRN or home-country registration number.
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Trust, firm or HUF papersThe trust deed, partnership deed or LLP agreement, or HUF details, to fix the SBO’s status: trustee of a discretionary or charitable trust, beneficiary of a specific trust, settlor of a revocable trust, partner, or karta of the HUF.
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Replies to BEN-4 noticesEach member holding 10% or more that is not an individual answers the company’s BEN-4 notice within 30 days. Its reply names the individuals behind it and the documents that prove the holding; an unanswered notice leads to the Tribunal route under Section 90(7).
From the company
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Register of membersBEN-2 asks for the date each member’s name was entered in the register of members under Section 88. We read the register and the share certificates to confirm each member’s percentage of shares and votes before the chain is traced upward.
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Board resolutionBEN-2 records the number and date of the board resolution that authorises a director, managing director, manager, CEO, CFO or company secretary to sign and submit it. We draft the resolution with the BEN-4 notices and the register entries.
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Signatory’s DSC and DINBEN-2 is a web form on the MCA V3 portal, signed with the authorised officer’s Class 3 digital signature. The form asks for the director’s DIN, the manager’s, CEO’s or CFO’s DIN or PAN, or the company secretary’s membership number.
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Register of SBOs (BEN-3)Rule 5 asks the company to keep a register of SBOs in Form BEN-3, with the dates of declaration, entry and cessation and the BEN-2 SRN. Members may inspect it for a fee of up to ₹50 a visit, for at least two hours on each working day.
Step-by-Step Process for BEN-2 Filing
BEN-1 and BEN-4 are paper forms between the company, its members and the SBO; only BEN-2 is filed online, on the MCA V3 portal. The steps below cover one chain of holdings; each further SBO adds a BEN-1 and a block in BEN-2.
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Trace the shareholding chain
We start from the register of members and look through every member that is a company, LLP, firm, trust, HUF or fund, up to the individuals at the top. Each is tested against the 10% thresholds and the majority-stake and control rules (Rule 2(1)(h)).
⏳ Turnaround: nothing is filed at this step; the chain decides who signs.
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Send BEN-4 notices
Where a member that is not an individual holds 10% or more, the company sends it a BEN-4 notice by post or email, with a blank BEN-1 attached (Rule 2A(2)). We draft the notices and keep proof of dispatch for the company’s records.
⏳ Turnaround: the member replies within 30 days of the notice.
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Collect BEN-1 from each SBO
Each individual identified signs BEN-1 with the nature of his holding through every member. The company records the date of receipt, because the 30 days for BEN-2 run from it (Rule 4), and enters the SBO in its BEN-3 register.
⏳ Turnaround: the 30 days for BEN-2 start on the date of receipt.
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File BEN-2 on MCA V3
We fill BEN-2 online with the member and SBO details, attach BEN-1 and any agreements, and verify the PAN. The authorised officer signs with a DSC, a practising professional certifies the form, the MCA fee is paid and the SRN is generated.
⏳ Turnaround: within 30 days of receipt; after that the additional fee applies.
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Keep the register current
Any change in an SBO’s holding or control, a new SBO or an exit needs a fresh BEN-1 and BEN-2 within 30 days each. If a member does not answer a BEN-4 notice, the company applies to the Tribunal within 15 days (Section 90(7)).
⏳ Turnaround: repeat the cycle on every change.
Timeline for BEN-1, BEN-2 and BEN-4
The rules set two 30-day periods back to back, and a separate clock for BEN-4 notices. Day 0 is the date the individual becomes an SBO or the date his holding or control changes.
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Day 0
SBO Status Starts
📌 The individual becomes an SBO, or his holding, control or significant influence changes or ends.
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Day 1–30
BEN-1 to the Company
📝 The SBO gives Form BEN-1 to the company within 30 days of acquiring or changing his interest (Rule 3(2)).
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Receipt + 30
BEN-2 to the Registrar
🏛️ Within 30 days of receiving BEN-1, the company files BEN-2 on the MCA V3 portal (Rule 4).
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Notice + 30
BEN-4 Reply Due
⚠️ A member must answer a BEN-4 notice within 30 days; if not, the company applies to the Tribunal within 15 days.
Who is a Significant Beneficial Owner?
An individual is an SBO only if part of his holding runs through another entity, or if he controls the company in some other way. The table shows when a member’s holding counts as the individual’s indirect holding, by the type of member (Rule 2(1)(h), Explanation III).
| No. | Type of member | Member’s holding counts as his when he | Point to check |
|---|---|---|---|
| 1 | Company | Holds a majority stake in that company or other body corporate, or in its ultimate holding company, Indian or foreign | Majority stake: more than half of the equity, the votes or the distributions (Rule 2(1)(d)) |
| 2 | LLP or firm | Is a partner, or holds a majority stake in a corporate partner or in its ultimate holding company | Covers a firm registered under the 1932 Act and an LLP (Rule 2(1)(e)) |
| 3 | HUF | Is the karta of the Hindu Undivided Family | The HUF holds through its karta |
| 4 | Trust | Is a trustee of a discretionary or charitable trust, a beneficiary of a specific trust, or the settlor of a revocable trust | The trust deed decides which of the three applies |
| 5 | Pooled fund | For a pooled investment vehicle: is its general partner or investment manager, or the CEO where the investment manager is a body corporate or firm | Only for a fund in an FATF member State with an IOSCO-member regulator; others are tested as above (Explanation IV) |
| 6 | Individual | Holds the shares in his own name, or holds a beneficial interest declared in MGT-5 | A direct holding only: not an SBO unless he also holds indirectly or controls (Explanations I and II) |
| 7 | Control | Can appoint a majority of directors, control management or policy, or take part in policy decisions | Counts when exercised other than through direct holdings alone (Section 2(27); Rule 2(1)(h)(iv), (i)) |
| Quick Takeaway: Ms A holds 6% of X Pvt Ltd in her own name and 60% of Y Pvt Ltd, which holds 8% of X. Her majority stake makes Y’s 8% her indirect holding, so with her direct 6% she reaches 14% and is an SBO of X. At 40% of Y she would hold nothing indirectly and would not be an SBO. Related: MGT-4, MGT-5 & MGT-6 (Section 89) · SBO Rules for LLPs | |||
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Why File BEN-2 on Time
Each reason below traces to a provision of the Companies Act, 2013 or the SBO Rules, as in force on 27 October 2026.
No penalty on the SBO
An individual who does not file BEN-1 faces ₹50,000 plus ₹1,000 a day after the first, up to ₹2 lakh (Section 90(10)).
No penalty on the company
A missed BEN-2 costs the company ₹1 lakh plus ₹500 a day, up to ₹5 lakh, and each officer in default up to ₹1 lakh (Section 90(11)).
Lowest MCA fee
Filed within 30 days, BEN-2 pays the normal fee of ₹200 to ₹600; a later filing adds 2 to 12 times that fee (Fees Rules, 2014).
Shares keep their rights
An unanswered BEN-4 can lead the Tribunal to freeze transfer, dividend and votes; if the order stands a year unchallenged, the shares go to the IEPF (Section 90(8)-(9)).
Register ready for members
Members may inspect the BEN-3 register; refusing inspection is itself a default under Section 90(11).
No fraud exposure
A wilfully false or incomplete declaration is treated as fraud under Section 447 (Section 90(12)); BEN-2 is certified against the records.
Government Fees for Form BEN-2
BEN-1 goes to the company, BEN-3 is kept by it and BEN-4 is sent by it, so none of them carries a government fee. BEN-2 pays the MCA filing fee set by the company’s nominal share capital (left), and a late BEN-2 adds an additional fee that rises with the delay (right), under the Companies (Registration Offices and Fees) Rules, 2014. Paying the additional fee does not remove the penalty under Section 90(11) (Section 403(2)).
| No. | Nominal share capital | MCA fee |
|---|---|---|
| 1 | Below ₹1 lakh | ₹200 |
| 2 | ₹1 lakh to below ₹5 lakh | ₹300 |
| 3 | ₹5 lakh to below ₹25 lakh | ₹400 |
| 4 | ₹25 lakh to below ₹1 crore | ₹500 |
| 5 | ₹1 crore or more | ₹600 |
| Example A company with ₹10 lakh nominal capital pays ₹400; a company without share capital pays ₹200. | ||
| No. | Delay after 30 days | Additional fee |
|---|---|---|
| 1 | Up to 30 days | 2 times |
| 2 | 31 to 60 days | 4 times |
| 3 | 61 to 90 days | 6 times |
| 4 | 91 to 180 days | 10 times |
| 5 | Beyond 180 days | 12 times |
| Note Multiples of the normal fee (G.S.R. 12(E), 2022); the higher rates apply only to repeat INC-22 and PAS-3 delays. | ||
Penalties under Section 90
An adjudicating officer of the rank of Registrar or above imposes the penalty after giving a hearing, and an appeal lies to the Regional Director within 60 days of receiving the order (Section 454). The amounts below are those of the Companies (Amendment) Act, 2020, in force from 21 December 2020.
| No. | Default | Penalty | Provision |
|---|---|---|---|
| 1 | SBO does not file BEN-1 | ₹50,000, plus ₹1,000 for each day after the first, up to ₹2 lakh | Section 90(10) |
| 2 | Company defaults | ₹1 lakh, plus ₹500 for each day after the first, up to ₹5 lakh, for not keeping the register, not filing BEN-2, not identifying SBOs or refusing inspection | Section 90(11) |
| 3 | Officer in default | ₹25,000, plus ₹200 for each day after the first, up to ₹1 lakh | Section 90(11) |
| 4 | False or hidden information | Action for fraud: six months to ten years in prison and a fine up to three times the amount involved; up to five years or ₹50 lakh where the sum is below ₹10 lakh or 1% of turnover and no public interest is involved | Sections 90(12), 447 |
| 5 | Small company, OPC, start-up | Not more than half of the above, up to ₹2 lakh for the company and ₹1 lakh for an officer or other person; also applies to a producer company | Section 446B |
| 6 | Repeat within three years | Twice the penalty for the second and later defaults | Section 454A |
| 7 | BEN-4 not answered | Tribunal may restrict transfer, dividend and votes; if no one applies to lift the order within a year, the shares go to the IEPF Authority | Section 90(7)-(9) |
| Note The officer in default is defined in Section 2(60): the whole-time director and key managerial personnel, or the directors the board names, or all directors if none is named. A penalty order not complied with within 90 days becomes an offence under Section 454(8). | |||
Further Reading on Beneficial Ownership
MGT-4, MGT-5 & MGT-6: Declarations under Section 89
Shares held in a nominee’s name: the two declarations to the company and the MGT-6 return to the ROC.
Filing of BEN-2, Return of Beneficial Interest
BEN-2 under the Significant Beneficial Owners Rules, 2018: who files it, applicability and the due dates.
New Compliance Rules for Significant Beneficial Owner in LLP
LLPs follow their own SBO Rules of 2023, with separate forms; read this if the entity is an LLP.
Frequently Asked Questions
Each answer includes the section, rule, or form number so you can verify the position on mca.gov.in.
An individual who, alone or together with others, holds 10% or more of a company’s shares, voting rights or distributions, at least partly through other entities, or who exercises significant influence or control in a way other than through direct holdings alone (Rule 2(1)(h), SBO Rules, 2018).
BEN-1 is the SBO’s declaration to the company (Rule 3). BEN-2 is the company’s return to the Registrar (Rule 4). BEN-3 is the register of SBOs the company keeps (Rule 5). BEN-4 is the notice the company sends to find an SBO (Rule 2A(2), Section 90(5)).
No. A holding in one’s own name is a direct holding, and an individual with no indirect holding is not an SBO (Explanation I to Rule 2(1)(h)). He becomes one only if part of the holding runs through an entity, or if he exercises control or significant influence in another way.
Section 90(1) sets 25% “or such other percentage as may be prescribed”, and the SBO Rules prescribe 10% of shares, voting rights or distributions. The 10% figure is the one applied in BEN-1 and BEN-2.
No. Only an individual can be an SBO (Section 90(1)). A company, firm or trust is the member through which the individual holds; BEN-2 names that member and the individual behind it.
The power to take part, directly or indirectly, in the company’s financial and operating policy decisions without controlling them (Rule 2(1)(i)). Control means the right to appoint a majority of the directors or to control management or policy decisions (Section 2(27)).
Within 30 days of the individual becoming an SBO, or of any change in his significant beneficial ownership (Rule 3(2)). BEN-1 is given to the company, not filed on the MCA portal.
Within 30 days from the date the company receives the BEN-1 (Rule 4). Record the receipt date when the signed BEN-1 reaches the company; BEN-2 asks for it along with the date of the declaration.
Yes. Section 90(4A) and Rule 2A(1) require every company to take steps to find out whether it has an SBO, identify him and have him file BEN-1. Not doing so is a default under Section 90(11).
A notice under Section 90(5) asking for information on SBOs. Rule 2A(2) requires it to every member, other than an individual, holding 10% or more of the shares, voting rights or distributions. The member replies within 30 days.
A director, managing director, manager, CEO, CFO or company secretary authorised by a board resolution signs it with a DSC. The form notified on 15 July 2024 also carries a certificate by a practising CA, CS or cost accountant who has checked it against the company’s records.
On V3. MCA moved BEN-2 and MGT-6 to MCA21 Version 3.0 on 15 July 2024 (General Circular No. 04/2024, 4 July 2024), and the V3 form was notified by G.S.R. 404(E) the same day.
The normal filing fee in the Table of Fees, by nominal share capital: ₹200 below ₹1 lakh, ₹300 below ₹5 lakh, ₹400 below ₹25 lakh, ₹500 below ₹1 crore and ₹600 at ₹1 crore or more. A company without share capital pays ₹200.
The portal charges an additional fee of 2, 4, 6, 10 or 12 times the normal fee, depending on the delay (table in force from 1 July 2022). The company and its officers in default also face penalties under Section 90(11).
The individual is liable to ₹50,000, plus ₹1,000 for each day after the first while the failure continues, up to ₹2 lakh (Section 90(10)).
₹1 lakh, plus ₹500 a day after the first, up to ₹5 lakh, and on every officer in default ₹25,000, plus ₹200 a day, up to ₹1 lakh (Section 90(11)). Section 446B halves these for a small company, OPC, start-up or producer company.
The company applies to the Tribunal within 15 days after the 30-day reply period. The Tribunal may restrict transfer and suspend dividend and voting rights; if no one applies to lift the order within a year, the shares go to the IEPF Authority (Section 90(7)-(9)).
Section 90(12) makes a person who wilfully gives false or incorrect information, or hides material information, in a Section 90 declaration liable to action for fraud under Section 447.
No. MGT-6 reports a Section 89 declaration about shares held in another person’s name. BEN-2 reports an individual who holds 10% or more at least partly through other entities. One arrangement can need both; see our MGT-4, MGT-5 and MGT-6 page.
Not by itself. A beneficial interest declared in MGT-5 under Section 89(2) counts as a direct holding (Explanation II to Rule 2(1)(h)). The real owner is an SBO only if he also holds through an entity or controls the company.
Shares held by its holding reporting company are outside the SBO Rules, but the holding company’s details are reported in BEN-2 (Rule 8(b)), using the form’s purpose “declaration of holding reporting company”.
Shares held by the IEPF Authority, the Central or a State Government or a local authority, government-controlled entities, SEBI-registered funds such as mutual funds, AIFs, REITs and InvITs, and RBI, IRDAI or PFRDA-regulated vehicles (Rule 8).
Yes. Section 90(1) covers persons resident outside India, and the majority-stake test applies to a body corporate incorporated in India or abroad. An individual abroad who holds a majority stake in a foreign parent can be an SBO of the Indian company.
No. LLPs follow the Limited Liability Partnership (Significant Beneficial Owners) Rules, 2023 (G.S.R. 832(E), 9 November 2023), with their own forms. See SBO rules for LLPs.
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