Form BEN-2 is the declaration that a company is required to file with the registrar under section 90 of the Companies Act, 2013. This declaration is with respect to the Significant Beneficial owners of the company disclosing their interest in the company by way of shareholding or voting rights. Beneficial Owners are the shareholders holding Significant Beneficial Ownership (SBO) of not less than 10% of the shareholdings or voting rights of the company either directly or indirectly.
MCA has issued a notification for filing a return called BEN-2 by a company that is registered under the Companies Act, 2013 as below:
- Form BEN-2 (Return to the Registrar in respect of declaration under Section 90) notified vide the Companies (Significant Beneficial Owners) second Amendment Rules, 2019 dated 1st July 2019 is available for filing purposes now.
Form BEN-2 is the form where the beneficial owner who is required to declare a disclosure to the Registrar his interest in the shares of the company within thirty days of acquiring such beneficial interest in such a company. Section 90(4) of the Companies Act, 2013 mandates every company to file a declaration in form BEN-2 with the Registrar disclosing his beneficial interest in the company.
Latest update from MCA
Due to large number of representation from the stake holders, the due date for filing Form BEN-2 is further extended to 31-03-2020. This is notified by MCA as per General Circular No.01/2020, dated 01-01-2020 without any additional fees. The notification can be accessed below:BEN-2-Extension-Circular1_01012020
As per the notification from MCA, dated 24-09-2019, the last date of filing Form BEN-2 is extended upto 31-12-2019 without any additional fees. The notification can be accessed below:Form BEN-2_Revised due date
As per latest notification from MCA, Form BEN-2 is to be revised and stakeholders are advised to check the version before filing. The exact text from MCA is provided below:
Form BEN-2 is likely to be revised on MCA21 Company Forms Download page w.e.f 20th October, 2019. Stakeholders are advised to check the latest version before filing.
As per notification from MCA, dated 29th July, relaxation in fee and extension of filing BEN-2 is announced. After a lot of representation on Significant Beneficial Owners – Second Amendment Rules, 2019, it is examined and the time limit for filing Form BEN-2 is extended upto 30-09-2019 (30th September 2019) without any additional fee. The exact notification is reproduced below:GeneralCircular_29072019
The data fields required to be filled in Form BEN-2 are:
- Corporate Identification Number (CIN) of the Company
- Registered Name of the Company
- Email ID of the Company
- Registered Office Address of the Company
- The purpose for which the form filled is:
- To declare the significant beneficial ownership in the company
- To declare any change in the significant beneficial ownership in the company
- To declare the holding reporting company CIN of the holding reporting company
- The form requires specifying the number of members through which any indirect holding or right in reporting company is being exercised.
- It also requires declaring the details of the member of such shares, that is, the manner in which such shares are held by the member either indirectly or together with any direct holding or right to such holding.
- The manner in which the member holds such shares may be through one or more of the below mentioned:
- Holding shares
- Holding voting rights in shares
- Holding rights on distributable dividend or any other distribution
- By way of exercise of control
- By way of exercise of significant influence
- The following basic details are required regarding the member:
- Type of member
- Name of the member
- Corporate Identification Number (CIN) or Foreign Company Registration Number (FCRN) or Limited Liability Partnership Identification Number (LLPIN) or any such registration number of the member
- Address of the member
- Email ID of the member
- Date of entry of name in the register of members as per Section 88
- Status of the Significant Beneficial Owner (SBO)
- The form also requires disclose if the SBO has any stake in the member of the reporting company or Ultimate Holding company of the member of the reporting company, along with the CIN or FCRN or any such registration number of such company and name of the ultimate Holding company.
- Details regarding the SBO, if it 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 member, along with the CIN or FCRN or any such registration number of such company and name of the ultimate Holding company/ body corporate partner.
- Particulars of the Significant Beneficial Owner like:
- Father’s Name
- Date of Birth
- Income Tax Personal Identification Number (PAN)
- Passport Number
- Email ID of the SBO
- Date of acquiring such significant Beneficial Interest
- Date of receipt of the declaration by the company in Form No. BEN-1
- The declaration in Form no BEN-1 and agreements, if any, to support the exercise of control and significant influence are the attachment to be included in this form.
- The Board of Directors has to pass a resolution to authorize any person to sign and submit this form.
- This form is digitally signed by the authorized person.
On receipt of the declaration by the Beneficial Owner inform No. BEN-1, the company is required to file a return in Form No. BEN-2 along with the fees as may be prescribed in Companies (Registration Offices and Fees) Rules 2014, with the Registrar within 30 days from the date of receipt of Form No. BEN-1.
Fee Structure for Filing BEN-2
Fee for filing e-Forms or documents in case of company have share capital
Nominal Share Capital
|Less than 1,00,000||Rupees 200|
|1,00,000 to 4,99,999||Rupees 300|
|5,00,000 to 24,99,999||Rupees 400|
|25,00,000 to 99,99,999||Rupees 500|
|1,00,00,000 or more||Rupees 600|
Fee for filing e-Forms or documents in case of company not have share capital
Fee applicable: Rupees 200
Additional fee rules
Period of delays
|Up to 30 days||2 times of normal fees|
|More than 30 days and up to 60 days||4 times of normal fees|
|More than 60 days and up to 90 days||6 times of normal fees|
|More than 90 days and up to 180 days||10 times of normal fees|
|More than 180 days||12 times of normal fees|
Details of other BEN Forms
Form BEN-1 – Declaration by the beneficial owner who holds or acquires Significant Beneficial Ownership in shares.
This form can be filed either for the purpose of declaration or for communicating any change in the Significant Beneficial Ownership held by the shareholders under section 90.
Form BEN-3 — is the register which the company is required to maintain with respect to the details of Significant Beneficial Ownership in pursuant to Section 90 of the Companies Act 2013.
Form BEN-4 – Notice to be sent by the reporting company to the Beneficial Owners requiring them to provide a declaration in BEN-1
The company shall identify the Shareholders holding Significant Beneficial Ownership and give them a notice in BEN-4 for the purpose of the declaration by them in BEN-1. The notice shall be addressed to the beneficial owner to his address for communication. It shall be sent either via post or email. The notice shall state that the company has reasonable cause to believe that the person so addressed is a Significant Beneficial owner. The company shall indicate that the beneficial owner has not filed the declaration under section 90 emphasizing his significant Beneficial Ownership by submitting BEN-4. In accordance with Section 90 of the Companies Act 2013, Within 30 days from the date of receipt of notice from the reporting company in BEN-4, Form No. BEN-1 has to be filed by the Beneficial Owner.
In case the Beneficial owner fails to file the declaration within 30 days from the date of notice in Form No. BEN-4, then the company has the right to file a petition in NCLT without any further notice to the Beneficial Owner.