- The disclosures to be made by the individuals or entities holding 10% or more shares or voting power in any company is very comprehensive in nature and encompasses holdings not only in a company but also in any other entity such as LLP, any other body corporate, HUF, Partnership Firm, Discretionary Trust, Charitable Trust, Revocable trust, Pooled Investment Vehicle (PIV), or any entity controlled by such PIV.
- Every company has to identify persons holding more than 10% of shares or voting right in the company and obtain a declaration from them in Form Number BEN-1
- For the purpose of soliciting the declaration in form BEN-1, the company shall send a letter in Form Number BEN-4 to every Significant Business Owner of the company annexing a blank declaration form (BEN-1).
- Where an individual becomes a significant beneficial owner, or where his significant beneficial ownership undergoes any change, within ninety days of the commencement of the Companies (Significant Beneficial Owners) Amendment Rules, 2019, it shall be deemed that such individual became the significant beneficial owner or any change therein happened on the date of expiry of ninety days from the date of commencement of said rules, and the period of thirty days for filing will be reckoned accordingly.
- Within 30 Days of declaration from the persons of Significant Business Owners, the Company has to file a Return to the ROC in the form Number BEN-2 through any of the duly authorised director, Manager, CEO or CFO or Company Secretary of the Company. The form BEN-2 is also required to be further certified by a practising professional who may be a Chartered Accountant, Company Secretary or a Cost Accountant in whole time practice.
- The only attachment which is prescribed to be 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 companies or other entities which are exempted from filing BEN-2
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
- Every individual, who acting alone or together, or through one or more persons or trust, including a trust and persons resident outside India, holds significant beneficial interests in the company , shall file a declaration in Form No. BEN-4 to the company within thirty days from the commencement of these rules. , .
- Every individual, who acting alone or together, or through one or more persons or trust, including a trust and persons resident outside India, acquires significant beneficial interests in the company or any change therein shall file a declaration in Form No. BEN-4 to the company, within thirty days of acquiring such significant beneficial interest or any change therein.
- The company shall maintain a register of beneficial owners holding significant beneficial interest in Form No. BEN-6.
- The register shall be open to inspection open for inspection during business hours, at such reasonable time of not less than two hours, on every working day as the board may decide, by any member of the company on payment of such fee as may be specified by the company but not exceeding fifty rupees for each inspection.
Tags :Corporate Law