Filing of BEN FORM for public unlisted companies and listed entities.

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Kavita R (Querist)
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17 May 2024 1)In case of a public ltd. co. say ABC ltd (PUBLIC UNLISTED COMPANY) the shareholders are X LTD., Y PVT. LTD , Z PVT. LTD. and M PVT. LTD. who holds 50%, 19%, 19% and 12%.

Also X LTD is a subsidiary of P ltd. (LISTED ENTITY which has received extension for liquidation order) .
So kindly advise how to file BEN form 2 in case of ABC LTD.

2) Also please advise if BEN form is applicable for the subsidiary companies (whose listed company has received extension of liquidation)

Kindly advise urgently.

Aashok Kumar Sharma

Aashok Kumar Sharma

(Expert)
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07 July 2024 Here are responses to your queries regarding filing BEN-2 form for ABC Ltd., a public unlisted company:

1. **Filing BEN-2 Form for ABC Ltd.**:
- Since ABC Ltd. is a public unlisted company, you need to determine the ultimate beneficial owners (UBOs) based on the shareholding structure you mentioned: X Ltd. (50%), Y Pvt. Ltd. (19%), Z Pvt. Ltd. (19%), and M Pvt. Ltd. (12%).
- For each shareholder entity (X Ltd., Y Pvt. Ltd., Z Pvt. Ltd., and M Pvt. Ltd.), you need to identify and disclose the individuals who are the ultimate beneficial owners.
- Ultimate beneficial owners are individuals who ultimately own or control more than 10% of the shares or voting rights in the company directly or indirectly.
- The filing of BEN-2 form requires detailed information about these UBOs, including their name, date of birth, address, nationality, percentage of ownership or control, etc.
- Given that X Ltd. is a subsidiary of P Ltd. (a listed entity), you should identify if any individuals or entities control X Ltd. and disclose them accordingly.

2. **Applicability of BEN Form for Subsidiary Companies**:
- BEN forms (BEN-1 and BEN-2) are primarily applicable to companies that have significant control through their shareholding structure.
- For subsidiary companies where the parent entity (in this case, P Ltd.) has received an extension for liquidation, the disclosure of UBOs would typically be required at the level of the parent entity (P Ltd.) rather than directly at the subsidiary level, unless the subsidiary itself meets the criteria for filing BEN forms independently.

3. **Procedure**:
- Gather all necessary information about the shareholders of ABC Ltd. (X Ltd., Y Pvt. Ltd., Z Pvt. Ltd., M Pvt. Ltd.) and their respective UBOs.
- Complete the BEN-2 form accurately with all required details.
- Submit the BEN-2 form electronically through the Ministry of Corporate Affairs (MCA) portal within the prescribed timelines.
- Ensure compliance with all legal requirements and guidelines issued by the MCA regarding the filing of BEN forms.

It's advisable to consult with a legal advisor or a company secretary to ensure compliance with specific regulatory requirements and to handle any complexities related to the filing of BEN forms, especially given the corporate structure involving listed and unlisted entities.

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