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Section 90: Register of Significant Beneficial Owners in a Company

Ajay Kumar Maggidi , Last updated: 26 April 2022  
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Every Significant beneficial owner (SBO'er) shall declare the nature of his interest and other particulars to the company, which will in turn maintain the registers and inform the same to the ROC.

Who is Significant beneficial owner?

An Individual who possess one or more of the following Rights or Entitlements (RoE) in the reporting company:

  1. Holds 10% or more (Indirect + Direct) of "Shares"
  2. Holds 10% or more (Indirect + Direct) of "Voting rights in the shares"
  3. Holds 10% or more (Indirect + Direct) of "Right to receive or participate in distributable dividend" in a F.Y
  4. Holds "significant influence or control" in any manner other than through direct holdings alone.

Notes:

  • Such Individual may hold such beneficial interest- singly, with other persons (Including non resident) or with the trusts
  • If an Individual does not hold any Indirect RoE he/she will not be considered as SBO'er.
  • An individual shall be considered to hold a right or entitlement indirectly in the reporting company,

Where the member of the reporting company is a body corporate (whether incorporated or registered in India or abroad), other than a limited liability partnership, And the individual:

Section 90: Register of Significant Beneficial Owners in a Company

a) holds majority stake in that member or
b) holds majority stake in the ultimate holding company (whether incorporated or in India/ outside India)

Duties of the Company

  1. Identify a SBO'er
  2. Give Notice in the Form BEN-4
  3. Maintain Register of SBO'ers in the Form BEN-3
  4. Make open for inspection of Registers
  5. Apply to the Tribunal where person fails to give the information required by the company in Notice BEN-4
 

Requirements under this Sections

Sl.No

Purpose

Form

Timeline

1

Declaration shall be given by SBO to the company

BEN-1

(i). within 90 days- if the significant beneficial ownership acquired before commencement of these rules
(ii). within 30 days-if the significant beneficial ownership acquires after commencement of these rules

2

Company shall file with the ROC

BEN-2

within 30 days of receipt of BEN-1

3

Register of SBO shall be maintained by company

BEN-3

Timely basis

4

Notice shall be given by the company to members seeking details of SBO

BEN-4

Immediately if the company has reason to believe

 

The Central Government through notification G.S.R 110(E) dated 11-Feb-2012 directs that the provisions of sections 90(1) to 90(11) of the Companies Act,2013 shall apply to LLP with the below modifications:

  1. For the word "shares", wherever it occurs, the word "contribution" shall be substituted;
  2. For the word "company" wherever it occurs, the words "limited liability partnership" shall be substituted;
  3. For the word "member" wherever it occurs, the word "partner" shall be substituted;
  4. For the word "officer" wherever it occurs, substitute the words "partner" or "designated partner" shall be substituted.

Example:

  • Mr. A holds 60% of stake in ABC Inc & ABC Inc holds 99% stake in ABC India LLP.
  • Mr. A is significant beneficial owner here since he holds more than 10% holdings indirectly in ABC India LLP. Below are the requirements to be taken care by ABC India LLP:

Sl.No

Purpose

Form

Timeline

ABC India LLP Case

1

Declaration shall be given by SBO to the company

BEN-1

(i). within 90 days- if the significant beneficial ownership acquired before commencement of these rules
(ii). within 30 days-if the significant beneficial ownership acquires after commencement of these rules

within 90 days from 11-02-2022 as Mr. A acquired stake before commencement of these rules

2

Company shall file with the ROC

BEN-2

within 30 days of receipt of BEN-1

within 30 days of receipt of BEN-1

3

Register of SBO shall be maintained by company

BEN-3

Timely basis

Timely basis

4

Notice shall be given by the company to members seeking details of SBO

BEN-4

Immediately if the company has reason to believe

11-02-2022

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Published by

Ajay Kumar Maggidi
(Manager - Finance & Accounts)
Category Corporate Law   Report

  7725 Views

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