The Companies (Significant Beneficial Owners) Rules, 2018 require every company to file a return in Form BEN-2 for all the shareholders who hold 10% or more shares in the company. This is a one time return for all existing significant business owners. Every company is mandated by the new rule to identify persons holding 10% or more beneficial interest in the company, these persons are known as SBO (Significant Business Owners). Once the identification of the SBO is done, the company shall be sending intimation to them seeking their detailed disclosure in prescribed Form BEN-1.
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Every SBO/ shareholder is under to furnish the declaration within 90 days of the applicability of the rule, in case a shareholder withheld the information or send incorrect or incomplete information, the company should approach NCLT for appropriate action on the SBO. Once the declaration is received from the SBO, the company must file the BEN-2 Form within 30 days. The eform must be signed by the director, Manager, CEO or CFO or Company Secretary of the Company. It further requires to be certified by a practicing professional like CA, CS or CMA in whole time practice.
Important Points of BEN-2 Return Filing
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The date of the BEN-2 filing depends on the availability of the form on the MCA Portal. It has been clarified by MCA that form can be filed within 30 days without any additional fee
The SBO has to furnish a very detailed declaration of investment in all kinds of business like, HUF, Proprietorship, partnership concerns or other any other companies, irrespective of the size and quantum of such investment. Filing of BEN-2 Return
Identification of SBO: The first step in filing the BEN-2 is to identify the Significant Business Owners of the company, as per rule every person holding 10% or more equity in the company is a Significant Business Owner (SBO)
Register of SBO of the Company: After identification of the SBO, the company must prepare and maintain a Register of Beneficial Owners holding Significant Beneficial Interest in the company in the prescribed Form No – BEN-3
Declaration by the SBO in BEN-1: The company needs to send an intimation letter (Form BEN-4) to each and every SBO seeking their information and particulars in the prescribed form BEN-1, the form is designed to capture all investments of the SBO in the company or elsewhere.
Filing of BEN-2 (Return of SBO): The last step is to file the return of Beneficial Interest in the Company in Form BEN-2 in respect of all the declarations received from the SBO
The e-form BEN-2 is the form prescribed under the rules notified on 8th February 2019, wherein a company need to file a return of significant business owners and their business interest to the ROC for following purposes
- To declare the SBO of the company under section 90
- To keep the SBO data up to date at MCA
- For declaring holding and subsidiary company relationship
Frequently Asked Questions
Q1: What is the time limit for filing the eform BEN-2?
The BEN-2 must be filed by the company within 30 days of receipt of the declaration by the SBO in BEN-1. However, the MCA has recently issued a circular that the BEN-2 for the first time can be filed within 30 days from the deployment of the form on the MCA Servers.
Q2: Is there any government fee payable for filing the Form BEN-2?
Yes, the BEN-2 Form can be filed with the normal filing fee to the ROC based on the capital of the company, please refer below the table of the filing fee
|
| INR | ||
| 1. |
| 200 | ||
| 2. | 1,00,000 to 4,99,999 | 300 | ||
| 3. | 5,00,000 to 24,99,999 | 400 | ||
| 4. |
| 500 | ||
| 5. | 1,00,00,000 or more | 600 |
Q3: Can I file the Form BEN-2 even when I miss the deadline of 30 Days?
Yes, in case you have missed the due date of filing the BEN-2, you can still file the same with an additional fee as prescribed. Refer below table to compute the additional fee payable for late filing of the BEN-2
| S. No | Delay | Additional Fee as times of Normal filing fee |
| 1. | Delay up to 30 Days | 2 Times |
| 2. | More than 30 days and up to 60 days | 4 Times |
| 3. | More than 60 days and up to 90 days | 6 Times |
| 4. | More than 90 days and up to 180 days | 10 Times |
| 5. | More than 180 days | 12 Times |
Q4: What are the documents required for filing the eform BEN-2?
The only document to be attached with the BEN-2 Form is the declaration given by the SBO in Form BEN-1
Q5: What is the Meaning of SBO (Significance Beneficial Owner)
As per section 90 of the Companies Act, 2013, every person holding following rights in a company is a Significant Business Owner (SBO)
- 10% equity shareholding, or
- 10% voting Right directly or indirectly, or
- Have any right to receive a 10% dividend out of the total distribution of dividend on indirect holding, or
- together direct holding or significant influence or control.
Q6: What are the companies or other entities which are exempted from filing BEN-2?
- Section 125(5), Authority constituted by the central government.
- Holding reporting company, provided that the detail of such reporting company shall be reported in BEN-2
- Central Government/ State Government/ Local Government
- Reporting Company/ body corporate / any entity controlled by the Central Government/ State Government/ Local Government
- SEBI / RBI etc