Who is a Significant beneficial Owner under Companies Act

Raman Singh  on 15 July 2019


As per Section 89 of the Companies Act, 2013

'89. (1) Where the name of a person (includes artificial person as well) is entered in the register of members of a company as the holder of shares in that company but who does not hold the beneficial interest in such shares, such person shall make a declaration within such time and in such form as may be prescribed to the company specifying the name and other particulars of the person who holds the beneficial interest in such shares'

With respect to the above mentioned, the Person whose name is entered as the holder of such shares in the Register of Members of the Company and who does not hold any beneficial interest in such shares,shall declare and disclose in MGT-4 to the Company.

Wherein the person holding Beneficial Interest in such shares, shall provide his disclosure of him being the Beneficial Interest holder to the Company in MGT-5.

Both MGT-4 and MGT-5 are to be submitted with the Company within 30 days of acquisition of such shares or beneficial interest and the Company is to file these declaration in form MGT-6 to MCA within 30 days of receipt of above mentioned declarations.

As per Section 90 of the Companies Act, 2013

90. (1) Every individual, who acting alone or together, or through one or more persons or trust, including a trust and persons resident outside India, holds beneficial interests, of not less than twenty-five per cent. or such other percentage (as may be prescribed - as per latest amendment its 10%), in shares of a company or the right to exercise, or the actual exercising of significant influence or control as defined in clause (27) of section 2, over the company (herein referred to as "significant beneficial owner"), shall make a declaration to the company, specifying the nature of his interest and other particulars, in such manner and within such period of acquisition of the beneficial interest or rights and any change thereof, as may be prescribed (BEN - 1).

The above mentioned Section explains that person having 10% or more beneficial interest in the shares of the Company and whose name is not there in the Register of Members of the Company shall give a disclosure inBEN - 1 form to the Company within 90 days of this Notification G.S.R. 100(E)REGD. NO. D. L.-33004/99 dated 8th February, 2019 and within 30 days of any subsequent change in such interest.

Forms under this Statue

BEN - 4: Notice to be given by the reporting Company to 'Significant Beneficial Owner' to provide declaration of his/her interest in form BEN-1.

BEN - 1: Significant Beneficial Owner to give declaration of his/her interest in this form to the reporting Company within 30 days of aforesaid notification and within 30 days of any subsequent change in the interest.

BEN - 2: The declaration made by Significant Beneficial Owner in form BEN - 1 has to be filled with MCA in form BEN - 2 by the reporting Company.

Mandates for form BEN - 2 (STP approval)

  1. To be filed within 30 days of receipt of declaration in BEN - 1 form.
  2. Only one attachment is to be enclosed along with this form i.e. BEN - 1 form.
  3. All the details, which are to be filled in BEN - 2 will come from form BEN - 1 only.
  4. This form is to be certified by a Practicing Professional.

BEN - 3: It is the Register of beneficial owners holding Significant Beneficial Interest in the Company.

Non - Applicability

These rules shall not be made applicable to the extent the share of the reporting company is held by,-

(a) the authority constituted under sub-section (5) of section 125 of the Act;

(b) its holding reporting company:

Provided that the details of such holding reporting company shall be reported in Form No. BEN-2.

(It is worth to notice that a subsidiary Company, whose Holding Company is reporting to MCA in BEN - 2 shall also file BEN - 2 to declare the name of its Holding Company)

(c) the Central Government, State Government or any local Authority;

(d) (i) a reporting company, or
(ii) a body corporate, or
(iii) an entity,

controlled by the Central Government or by any State Government or Governments, or partly by the Central Government and partly by one or more State Governments;

(e) Securities and Exchange Board of India registered Investment Vehicles such as mutual funds, alternative investment funds (AIF), Real Estate Investment Trusts (REITs), Infrastructure Investment Trust (InVITs) regulated by the Securities and Exchange Board of India,

(f) Investment Vehicles regulated by Reserve Bank of India, or Insurance Regulatory and Development Authority of India, or Pension Fund Regulatory and Development Authority.

For Listed Entities:

Securities Exchange Board of India (SEBI), vide its circular no. SEBI/HO/CFD/CMD1/CIR/P/2018/0000000149 dated 7 December 2018 (SEBI circular) has mandated listed entities to disclose the details of significant beneficial owners (SBO), while submitting the shareholding pattern for the quarter ending 31 March 2019.


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