Ministry of Corporate Affairs (MCA) to bring out the transparency in the ownership of the company introduced new compliance of filing Form.BEN-2. In this article, we will discuss the Compliance and conditions related to Form.No.BEN-2.
FORM NO. BEN-2 is a declaration form filed with the Registrar for the purpose of section 90(4) of The Companies Act, 2013 and rule 4 and rule 8 of the Companies (Significant Beneficial Owners) Rules, 2018 as amended by the Companies (Significant Beneficial Owners) Amendment Rules, 2019.
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Who is required to file Form.No.BEN-2
As per section 90(4) of the companies act 2013, Every company has to file a return of significant beneficial owners of the company and changes therein with the Registrar containing names, addresses, and other details or information as may be prescribed within such time, in such form and manner as may be prescribed.
A significant beneficial owner means the person having a significant beneficial interest or influence in a share but whose name is not entered or registered in the register of members of a company as the holder of that share.
As per Companies Act 2013, the word significant quantifies or signifies the holding of 10% or more of the ultimate interest in the company.
Time Limit
As per rule 4 of the Companies (Significant Beneficial Owners) Rules, 2018, Form.No.BEN-2 shall be filed with the Registrar within 30 days from the date of receipt of Form.No.BEN-1
As per the recent Notification dated 24th September 2019 by the Ministry of Corporate Affairs (MCA) the due date for filing Form.No.BEN-2 has been extended up to 31st December 2019 without any additional fees or late fees.
Details required to be filed in Form.No.BEN-2
Following are the details required in filing Form.No.BEN-2
- Corporate Identity Number (CIN) of the company
- Name of the company
- Registered Office Address and Email Id of the company
- Purpose of filing the form
- For the declaration of holding reporting company- CIN of the holding reporting company
- For declaration of Significant Beneficial Ownership under Section 90 – Number of Significant Beneficial Owners for whom the form is being filed
- For Change in Significant Beneficial Ownership (SBO) under Section 90
- Details of the Member in a manner in which significant beneficial interest is being held or exercised either indirectly or together with any direct holding or right, such manner shall be any one or more of the following
- By virtue of shares %
- By virtue of voting rights in shares %
- By virtue of rights on distributable dividend or any other distribution %
- By virtue of the exercise of control (copy of the agreement is required to be attached)
- By virtue of the exercise of significant influence (copy of the agreement is required to be attached)
- Particulars or Details of the Member as listed below
- Type of Member
- Corporate Identity Number(CIN) or Foreign Company Registration Number (FCRN) or Limited liability partnership Identification Number(LLPIN) or any other registration number
- Name of the Member
- Address of the Member.
- Email ID of the Member
- Date of entry or date of the register of the name in register u/s 88
- Significant Beneficial Owner (SBO) status
- The information regarding whether the Significant Beneficial Owner has the majority of stake in a member of the reporting company or Ultimate Holding Company of the member of the reporting company along with the details of the Corporate Identity Number (CIN) or FCRN or any other registration number and Name of the ultimate holding company.
- The information regarding whether the Significant Beneficial Owner is a Partner of the member or holds majority stake in the body corporate partner or holds majority stake in the ultimate holding company of the body corporate partner along with the details of the Corporate Identity Number (CIN) or FCRN or any other registration number and Name of the ultimate holding company or body corporate partner.
- Particulars of Significant Beneficial Owners such as
- Name
- Father’s Name
- Date of birth
- Nationality
- Whether SBO is a citizen of India
- Income Tax PAN and Passport Number
- Address of the SBO.
- Email ID of the Significant Beneficial Owner
- Date of acquiring Significant Beneficial Interest
- Date of declarations under sub-section (1) of section 90
- Date of receipt of the declaration by the company (Form.No.BEN-1)
- Declaration under section 90 (Form.BEN-1) and any other documents or agreement if any
- The declaration should be digitally signed by the authorized signatory and should be certified by the Chartered Accountant in practice or cost accountant in practice or company secretary in practice.
Fees for filing Form.No.BEN-2
In case of companies having share capital
| Nominal Share Capital | Fees Applicable |
| Share Capital less than 1,00,000 | 200 Rupees |
| Share Capital 1,00,000 or more but not exceeding 4,99,999 | 300 Rupees |
| Share Capital 5,00,000 or more but not exceeding 24,99,999 | 400 Rupees |
| Share Capital 25,00,000 or above but not exceeding 99,99,999 | 500 Rupees |
| Share Capital more than 1,00,00,000 | 600 Rupees |
In the case of companies not having a share capital, Rs.200/- fees shall be applicable.
Additional Fees to be levied (if applicable)
| Delay period | Applicable Fees |
| Not exceeding 30 days | 2 times of normal fees |
| Exceeding 30 days but not exceeding 60 days | 4 times of normal fees |
| Exceeding 60 days but not exceeding 90 days | 6 times of normal fees |
| Exceeding 90 days but not exceeding 180 days | 10 times of normal fees |
| exceeding 180 days | 12 times of normal fees |