Applicability of ben form
This query is : Resolved
14 May 2024
Our company xyz pvt ltd holds shares in abc pvt ltd and sonal parnership firm also holds shares in abc pvt ltd. xyz pvt. ltd holds 10% shares in ABC PVT LTD and Sonal holds 74% shares in ABC pvt. ltd.
Kindly advise if both xyz pvt ltd and Sonal - partnership firm are an SBO under the rules?
ABC pv. ltd. will be reporting company .
Kindly advise if i have to file BEN 2 forms by XYZ Ltd (directors or the shareholders have to file ben 2? and if the partners of SONAL partnership firm has to file ben 2?
Kindly advise if both xyz pvt ltd and Sonal - partnership firm are an SBO under the rules?
ABC pv. ltd. will be reporting company .
Kindly advise if i have to file BEN 2 forms by XYZ Ltd (directors or the shareholders have to file ben 2? and if the partners of SONAL partnership firm has to file ben 2?
06 July 2024
Based on the information provided, here's an analysis regarding the Significant Beneficial Owner (SBO) reporting requirements under the Companies (Significant Beneficial Owners) Rules, 2018:
### SBO Analysis:
1. **XYZ Pvt Ltd:**
- XYZ Pvt Ltd holds 10% shares in ABC Pvt Ltd.
- According to the SBO rules, a significant beneficial owner is defined as an individual who holds:
- Directly or indirectly, at least 10% of the shares.
- Directly or indirectly, at least 10% of the voting rights.
- Right to receive or participate in at least 10% of the total distributable dividend or any other distribution.
- Since XYZ Pvt Ltd holds exactly 10% shares in ABC Pvt Ltd, it meets the criteria of a significant beneficial owner.
2. **Sonal Partnership Firm:**
- Sonal Partnership Firm holds 74% shares in ABC Pvt Ltd.
- In the context of partnerships, the rules apply similarly to individuals. A partner in a partnership firm would be considered an SBO if they meet any of the aforementioned criteria:
- Directly or indirectly, holds at least 10% of the partnership's capital.
- Directly or indirectly, controls at least 10% of the partnership's voting rights.
- Has the right to receive or participate in at least 10% of the distributable dividend or any other distribution.
- Therefore, depending on the structure of the partnership and Sonal's share in the partnership, individual partners who meet the criteria would be considered SBOs.
### Filing of BEN-2 Forms:
- **XYZ Pvt Ltd**: Since XYZ Pvt Ltd qualifies as an SBO due to holding 10% shares in ABC Pvt Ltd, XYZ Pvt Ltd itself (represented by its authorized signatory) will be required to file the BEN-2 form with ABC Pvt Ltd.
- **Sonal Partnership Firm**: Similarly, if individual partners within Sonal Partnership Firm hold beneficial ownership that meets the SBO criteria (i.e., they individually hold at least 10% of the partnership's capital, voting rights, or dividend rights), those partners would need to file the BEN-2 forms with ABC Pvt Ltd.
### Who Files BEN-2:
- **For XYZ Pvt Ltd**: The authorized signatory of XYZ Pvt Ltd would file the BEN-2 form.
- **For Sonal Partnership Firm**: Each individual partner who qualifies as an SBO would file the BEN-2 form.
### Important Considerations:
- **Compliance Deadline**: Ensure that the BEN-2 forms are filed within the stipulated time frame as per the Companies (Significant Beneficial Owners) Rules, 2018.
- **Accuracy of Information**: Provide accurate details of the beneficial owners, their holdings, and other required information in the BEN-2 forms to comply with regulatory requirements.
By adhering to these guidelines and consulting with a professional if needed, you can ensure compliance with SBO reporting obligations effectively.
### SBO Analysis:
1. **XYZ Pvt Ltd:**
- XYZ Pvt Ltd holds 10% shares in ABC Pvt Ltd.
- According to the SBO rules, a significant beneficial owner is defined as an individual who holds:
- Directly or indirectly, at least 10% of the shares.
- Directly or indirectly, at least 10% of the voting rights.
- Right to receive or participate in at least 10% of the total distributable dividend or any other distribution.
- Since XYZ Pvt Ltd holds exactly 10% shares in ABC Pvt Ltd, it meets the criteria of a significant beneficial owner.
2. **Sonal Partnership Firm:**
- Sonal Partnership Firm holds 74% shares in ABC Pvt Ltd.
- In the context of partnerships, the rules apply similarly to individuals. A partner in a partnership firm would be considered an SBO if they meet any of the aforementioned criteria:
- Directly or indirectly, holds at least 10% of the partnership's capital.
- Directly or indirectly, controls at least 10% of the partnership's voting rights.
- Has the right to receive or participate in at least 10% of the distributable dividend or any other distribution.
- Therefore, depending on the structure of the partnership and Sonal's share in the partnership, individual partners who meet the criteria would be considered SBOs.
### Filing of BEN-2 Forms:
- **XYZ Pvt Ltd**: Since XYZ Pvt Ltd qualifies as an SBO due to holding 10% shares in ABC Pvt Ltd, XYZ Pvt Ltd itself (represented by its authorized signatory) will be required to file the BEN-2 form with ABC Pvt Ltd.
- **Sonal Partnership Firm**: Similarly, if individual partners within Sonal Partnership Firm hold beneficial ownership that meets the SBO criteria (i.e., they individually hold at least 10% of the partnership's capital, voting rights, or dividend rights), those partners would need to file the BEN-2 forms with ABC Pvt Ltd.
### Who Files BEN-2:
- **For XYZ Pvt Ltd**: The authorized signatory of XYZ Pvt Ltd would file the BEN-2 form.
- **For Sonal Partnership Firm**: Each individual partner who qualifies as an SBO would file the BEN-2 form.
### Important Considerations:
- **Compliance Deadline**: Ensure that the BEN-2 forms are filed within the stipulated time frame as per the Companies (Significant Beneficial Owners) Rules, 2018.
- **Accuracy of Information**: Provide accurate details of the beneficial owners, their holdings, and other required information in the BEN-2 forms to comply with regulatory requirements.
By adhering to these guidelines and consulting with a professional if needed, you can ensure compliance with SBO reporting obligations effectively.
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