2021-08-20 09:40:33

What is Form BEN-2

Significant Beneficial Owners Rules- Filing of Form BEN-2

The MCA (Ministry of Corporate Affairs) had issued the Companies (Significant Beneficial Owners) Rules, 2018 and afterward Companies (Significant Beneficial Owners) Amendment Rules, 2019 on 8^th February 2019. These Rules are applicable to every company in which the companies must file a return to the Registrar of Companies. The return would state the Significant Beneficial Owners in the reporting company. This shall provide the Government towards keeping a track of the actual holders of the ownership of the Corporate Entity.

The Significant Beneficial Owners Rules has furnished the succeeding forms:

Form BEN -1 - Declaration by the Beneficial Owner who holds or acquires significant beneficial ownership in shares.
Form BEN-2 - Return to the Registrar in respect of declaration under section 90.
Form BEN-3 - Register of Beneficial Owner holding significant beneficial interest.
Form BEN-4 - Notice seeking information regarding significant beneficial ownership.

The meaning of Significance Beneficial Owner (SBO)

Any individual who holds following rights in a corporation is an SBO which are consistent with the provisions of Section 90 of the Companies Act, 2013.

10% holding shares.
10% voting Right by directly and indirectly.
right to receive 10% dividend of the total distribution of dividend on indirect holding.
together direct holding or significant influence or control.

Form BEN-2

The Form BEN-2 is the form released by the MCA vide notification dated 8^th February 2019, where every corporation is required towards filing a return towards the ROC for-

declaration of significant beneficial ownership under section 90.
change in significant beneficial ownership.
declaration of holding reporting corporation.

E-FORM BEN-2 is required to be filed Pursuant to section 90(4) of The Companies Act, 2013 and rule 4 and 8 of The Companies (Significant Beneficial Owners) Rules, 2018 as amended vide Companies (Significant Beneficial Owners) Amendment Rules, 2019.

FORM NO. BEN-2 is Return to the Registrar of Companies regarding declaration under section 90 of Companies Act, 2013. Section 90 of The Companies Act, 2013, deals with the Register of significant beneficial owners in a corporation.

The due date of filing Form BEN-2

The return in e-Form BEN-2 is a declaration by means of a corporation regarding the people or any other entity holding 10% or more shares in the corporation or voting rights. On the receipt of declaration through the Corporation in Form BEN-1, the corporation is required to file e-Form BEN-2 with the Registrar of Companies. The Corporation is required to file Form BEN-2 within 30 Days from the receipt of declaration by the SBO towards the corporation in Form BEN-1. The SBO is required for filing their declaration for the first time within 90 days from 8^th February 2019.

Required documents for BEN-2

The documents required for filling the e-Form BEN-2 is the attachment which is prescribed for being annexed with the BEN-2 form is the declaration from the SBO in BEN-1 from each shareholder having 10% or more shares of voting rights.

The corporations exempted from filing Form BEN-2

The corporations or other organizations who are exempted from filing Form BEN-2 are:-

Section 125(5), Authority constituted by the central government.
Holding reporting company, provided that the detail of such a reporting company would 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.

Latest update about Form BEN-2 which is made available on MCA on 2^nd July 2019

MCA has notified the Companies (Significant Beneficial Owners) 2^nd Amendment Rules, 2019 as well as has revised Form BEN 2 (Return under section 89 regarding the declaration of significant beneficial ownership in shares of a company under section 90 of the Companies Act 2013.

MCA has updated on its portal that Form BEN-2 (Return to the Registrar in respect of declaration under Section 90), will be made available for filing on the MCA portal w.e.f 2^nd July 2019. Stakeholders may perhaps please take note and plan accordingly considering Ministry’s General Circular No: 07/2018 dated 6^th September 2018.

Furthermore, it might be noted that MCA has already made clear about the time limit for filing the Form BEN-2, which would be 30 days from the date of deployment of Form BEN-2 on the MCA portal and no extra fee will be charged if the same is filed within 30 days from the date of deployment.