Service ID: V02-SVC-005 Direct Regulatory Service Section 90, Companies Act, 2013 read with Companies (Significant Beneficial Owners) Rules, 2018

Form BEN-2 Significant Beneficial Ownership (SBO)

Statutory disclosure to the ROC of natural individuals holding ultimate ownership, control, or voting rights of 10% or more through intermediate holding entities, enforcing anti-money laundering transparency.

Statutory Authority

Section 90, Companies Act, 2013 read with Companies (Significant Beneficial Owners) Rules, 2018

Governing Jurisdiction

Republic of India (Central Portal)

Execution SLA

3 to 5 Business Days

Why This Statutory Filing Is Required

Statutory disclosure to the ROC of natural individuals holding ultimate ownership, control, or voting rights of 10% or more through intermediate holding entities, enforcing anti-money laundering transparency.

Statutory Mandate: Section 90, Companies Act, 2013 read with Companies (Significant Beneficial Owners) Rules, 2018

Who This Service Is For & Statutory Eligibility

Companies having non-individual shareholders holding ≥ 10% shares, voting rights, or distributable dividends.

Prerequisites & Mandatory Documents Checklist

  • Form BEN-1 declaration received from the individual Significant Beneficial Owner (SBO)
  • Complete shareholding organogram / chart detailing intermediate corporate holdings
  • PAN Card, passport, and address proof of the natural individual SBO
  • Board resolution approving entry into the Register of SBOs (Form BEN-3)
  • Copy of notice issued in Form BEN-4 (if applicable)

Step-by-Step Portal Execution Procedure

  1. Step 1: Issue notice in Form BEN-4 to non-individual shareholders holding ≥ 10% equity
  2. Step 2: Receive declaration in Form BEN-1 from the ultimate individual beneficial owner
  3. Step 3: Enter SBO particulars into company Register of SBOs in Form BEN-3
  4. Step 4: Launch electronic Form BEN-2 on MCA V3 within 30 days of receiving BEN-1
  5. Step 5: Attach BEN-1 and structural ownership tree; affix Director DSC and certifying PCS DSC; submit

Transparent Pricing & Statutory Cost Architecture

Government Fees & Disbursements

Base ROC fee: ₹200 to ₹600 based on share capital; Late fees: 2x to 18x normal fee.

Statutory Penalties for Non-Compliance

Company fine from ₹25,000 to ₹5,00,000 + ₹1,000/day. SBO failing to submit BEN-1 liable to penalty of ₹50,000 + ₹1,000/day up to ₹2,00,000 under Section 90(10). Company must apply to NCLT to freeze voting/dividend rights on concerned shares.

Dedicated operational desk: Alappuzha, Kerala • Pan-India MCA V3 / Income Tax / GST e-Filing Infrastructure.

Frequently Asked Questions

Does BEN-2 apply if all shareholders are natural individuals?
No. If all shares are held directly by natural individuals in their personal names, Form BEN-2 is not triggered.
Who is considered a Significant Beneficial Owner (SBO)?
An individual who holds directly or indirectly ≥ 10% shares, voting rights, or right to receive ≥ 10% distributable dividends, or exercises significant influence or control.