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File Form BEN-2, Return of Beneficial Interest

 

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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


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    Filing of Form BEN-2

    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. 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 e-form 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.

    Points to Note about BEN-2 filing

    Significant Business Owner

    The SBO is a person who holds 10% or more beneficial interest in the company which may be by virtue of equity shareholding or by in any other manner resulting in the voting rights of 10% or more.

    Due Date of Filing

    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

    Nature of Declaration by SBO

    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.

    Regular Compliance on change in SBO

    The BEN-2 has to be filed for the first time now and every time there is any change in the shareholding of the company. This is a welcome move to reduce disputes among the shareholders.

    Process of filing BEN-2 Return

    Frequently Asked Questions

    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

    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.

    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

    Sl. NoAuthorised Capital (INR)INR
    1.Less than 1,00,000200
    2.1,00,000 to 4,99,999300
    3.5,00,000 to 24,99,999400
    4.25,00,000 to 99,99,999500
    5.1,00,00,000 or more600

    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

    Sl. NoDelayAdditional Fee as times of Normal filing fee
    1.Delay up to 30 Days2 Times
    2.More than 30 days and up to 60 days4 Times
    3.More than 60 days and up to 90 days6 Times
    4.More than 90 days and up to 180 days10 Times
    5.More than 180 days12 Times

    The only document to be attached with the BEN-2 Form is the declaration given by the SBO in Form BEN-1

    • 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.
    • 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
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