Who files Form BEN-2 and within how many days?

What is a significant beneficial owner?

A significant beneficial owner is the real individual behind a shareholding, not the name on the register. Broadly, it is an individual who holds at least 10 per cent of the shares, voting rights, or distributable dividend of a company, or who exercises significant influence or control, where that interest is held through an intermediary rather than in their own registered name.

The regime sits in section 90 of the Companies Act, 2013 and the Companies (Significant Beneficial Owners) Rules, 2018. The point of it is transparency: to surface the natural person who ultimately owns or controls a company where layered holdings would otherwise hide them.

How does BEN-1 lead to BEN-2?

The two forms are a chain, not a choice. An individual who is or becomes a significant beneficial owner declares that to the company in Form BEN-1. The company then reports the declaration to the Registrar of Companies in Form BEN-2.

BEN-2 is a company filing. The company signs it and files it; the SBO does not file BEN-2 with the ROC directly. If no BEN-1 declaration has come in, there is nothing for the company to report in BEN-2.

Where do BEN-3 and BEN-4 fit in?

BEN-3 is the register of significant beneficial owners the company keeps, and BEN-4 is the notice the company sends when it believes an individual is an SBO and no BEN-1 has arrived. The four forms run in order: BEN-4 asks, BEN-1 declares, BEN-2 reports to the Registrar, BEN-3 records.

When is Form BEN-2 filed?

Two events trigger BEN-2. The first is receipt of a BEN-1 declaration from an individual who is or becomes a significant beneficial owner. The second is any change in the significant beneficial ownership already declared, which the company reports with a fresh BEN-2.

When does the BEN-2 30 days start?

The clock runs from the company's receipt of the BEN-1 declaration, not from the date the individual crossed the SBO threshold. Once BEN-1 is in the company's hands, the company has 30 days to file BEN-2 with the Registrar.

On a later change in the declared ownership, the same 30 days apply from the change. Treating the first filing as a one-off and not tracking later movements is where a company drifts out of compliance.

What happens if BEN-2 is filed late?

Late BEN-2 filing carries a fine on the company and on every officer in default under section 90(11), with a further amount for each day the default continues, on top of MCA's additional fee on the form. The fine attaches to the company even where the delay came from the SBO handing over BEN-1 late.

What if no SBO files BEN-1?

Section 90 does not leave the company passive. Where the company knows or has reason to believe that a person is a significant beneficial owner and no declaration has come in, it gives notice in Form BEN-4 seeking the information. Where the person does not reply within the notice period, section 90(7) lets the company apply to the Tribunal within 15 days for an order restricting the shares, and the Tribunal can suspend transfer, voting rights and dividend on them.

How do I confirm the SBO rules?

1. Read section 90 of the Companies Act for the SBO framework and the section 90(4) filing obligation.
2. Open the MCA Form BEN-2 page for the live form and instruction kit.
3. Confirm the SBO tests and the notice route against the current Companies (Significant Beneficial Owners) Rules, 2018 as amended.
4. File BEN-2 within 30 days of receiving BEN-1, and again on any later change.
5. Watch MCA updates if the form or the SBO rules change.

Why do BEN-2 filings go wrong?

• Expecting the SBO to file BEN-2 with the ROC, when it is a company filing.
• Running the 30 days from the threshold-crossing date instead of from receipt of BEN-1.
• Filing once and not filing a fresh BEN-2 when the declared ownership changes.
• Treating registered shareholding as the test and missing an interest held through an intermediary.
• Sitting passive where the company has reason to believe an SBO exists but no BEN-1 has come in.

Where are SBO rule changes published?

The SBO rules and the BEN-2 form have been amended more than once, and each change moves through MCA. Complied AI keeps MCA updates in one feed so you can open the source notification behind a change instead of relying on an older instruction kit. When you need the statute itself, open section 90 next to the update.