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Significant beneficial owner declaration, BEN-1 / BEN-2

  • If a person controls 10% or more of your company through another entity, they must declare it to the company (BEN-1) and the company must report it to the ROC (BEN-2) within 30 days.
  • Deadline: BEN-1 within 30 days of becoming SBO or any change; BEN-2 within 30 days of receiving BEN-1
  • Done in 3 working days after the ownership chart
  • Prepared by your Savvy, checked by a CA
  1. Shareholding chart up to individuals
  2. Which shareholders are not individuals
  3. Map the ownership chain and identify SBOs
  4. BEN-2 SRN and challan
The law and the stepsPay and start · ₹2,499As needed, + 18% GST

Answer in brief

If a person controls 10% or more of your company through another entity, they must declare it to the company (BEN-1) and the company must report it to the ROC (BEN-2) within 30 days. We trace the ownership chain, collect the declarations and file.

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From the official sources

What the law says, and what trips people up

From the official portal's manuals and FAQs, with the source for each point.

The law

  • Companies Act 2013, Sec 90(1)

    Individual holding beneficial interest or significant influence or control must declare it to the company, with any change, as prescribedSource

  • Companies Act 2013, Sec 90(2), (4) and (4A)

    Company keeps a register, files a return of SBOs with the Registrar, and must take steps to identify SBOsSource

  • Companies (Significant Beneficial Owners) Rules 2018, Rule 2(1)(h)

    SBO: individual holding, indirectly or with direct holding, at least 10% of shares, voting rights or distributable dividend, or exercising significant influence or control other than through direct holding aloneSource

  • Companies (Significant Beneficial Owners) Rules 2018, Rule 3

    SBO files BEN-1 with the company within 30 days of acquiring SBO status or any changeSource

  • Companies (Significant Beneficial Owners) Rules 2018, Rule 4

    Company files BEN-2 with the Registrar within 30 days of receiving BEN-1, with feeSource

  • Companies Act 2013, Sec 90(10)

    Individual not declaring: ₹50,000 plus ₹1,000 a day, up to ₹2 lakhSource

  • Companies Act 2013, Sec 90(11)

    Company not keeping register, not filing or not identifying: ₹1 lakh plus ₹500 a day up to ₹5 lakh; officer ₹25,000 plus ₹200 a day up to ₹1 lakhSource

  • Government fee

    Normal filing fee by nominal (authorised) share capital under the Companies (Registration Offices and Fees) Rules 2014: below ₹1,00,000: ₹200; ₹1,00,000 to below ₹5,00,000: ₹300; ₹5,00,000 to below ₹25,00,000: ₹400; ₹25,00,000 to below ₹1 crore: ₹500; ₹1 crore or more: ₹600. Source: https://vasai.icai.org/resources/Utilities/Penalty_for_Late_Filing_in_ROC/Penalty_for_Late_Filing_in_ROC.aspx

  • Late fee or penalty

    Additional fee as a multiple of the normal fee (Companies (Registration Offices and Fees) Amendment Rules 2022, from 1 July 2022): up to 30 days: 2 times; more than 30 to 60 days: 4 times; more than 60 to 90 days: 6 times; more than 90 to 180 days: 10 times; beyond 180 days: 12 times. Source: https://ca2013.com/wp-content/uploads/2022/01/Companies-Fees-Rules-2022.pdf Penalties under Sec 90(10) and 90(11) apply on top (see law). Source: https://lawx.in/acts/section/24/309/2936

On the portal

  1. Login to MCA V3 (https://www.mca.gov.in) with the business user ID of the signing director or professional
  2. Check that the signatory's DSC is registered on V3 against the DIN or PAN or membership number used in the form
  3. Open e-form BEN-2 from the company e-filing forms list and enter CIN
  4. Enter date of receipt of BEN-1 and details of each SBO (PAN or passport, nationality, address)
  5. Enter the nature of holding (direct, indirect, significant influence or control) and each intermediate entity
  6. Fill the web form; company data is prefilled from master data, so check it against records before moving on
  7. Upload attachments as PDF (2 MB per file, 10 MB total for most forms)
  8. Affix DSC of the company signatory and, where the form needs it, the certifying professional
  9. Submit, pay the fee shown (normal plus any additional fee) and note the SRN
  10. Track the SRN on the application dashboard; download challan and approval when issued

What trips people up

  • Additional fee charged even though filing was within 30 days

    Check the 'date of receipt of declaration' entered; it drives the feeSource

  • Assuming a foreign holding company or offshore fund is exempt

    Only listed Rule 8 entities are exempt; trace to individualsSource

  • Field validation fails on PAN, DIN or passport format

    Use exact identity data; NRIs may give passport detailsSource

  • BEN-2 filed years late after an SBO change

    File at once; ROCs have levied ₹1 lakh plus ₹500 a day on the company and up to ₹1 lakh per directorSource

  • DSC not registered or not associated with the DIN on V3

    Register the DSC on the signatory's V3 business user profile with the right role and DIN before signing; remove any old V2 association that blocks itSource

People ask

If an individual holds 10% directly, is that an SBO?

Not by direct holding alone. The 10% test applies to indirect holding, or indirect plus direct, or to control through other means.Source

Who files BEN-1?

The individual SBO gives BEN-1 to the company, not to the ROC.Source

What if the SBO does not respond?

The company sends a BEN-4 notice seeking the information.Source

What are the penalties?

Individual: ₹50,000 plus ₹1,000 a day up to ₹2 lakh. Company: ₹1 lakh plus ₹500 a day up to ₹5 lakh. Officer: ₹25,000 plus ₹200 a day up to ₹1 lakh.Source

Are compulsorily convertible preference shares counted?

Yes. CCPS, CCDs and GDRs count as shares for this test.Source

IDFD

How we solve it: 4 steps

Every line tracked live.

Step 1 of 4 · What we need from you

Tap each one you already have

Ready0 / 8
  • Shareholding chart up to individuals
  • Register of members, latest
  • Corporate shareholders' own holding data
  • Signed BEN-1 from each SBO
  • SBO PAN or passport, address
  • Date company received BEN-1
  • Trust deed or fund documentsOptional
  • Board resolution authorising filingOptional

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As needed. Delivered in 3 working days after the ownership chart. Due: BEN-1 within 30 days of becoming SBO or any change; BEN-2 within 30 days of receiving BEN-1

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