BEN-1 (declaration by a significant beneficial owner)
The declaration an individual who becomes a significant beneficial owner makes to the company, which is what starts the company's BEN-2 clock.
Acquiring or changing significant beneficial ownership
Counted from an individual becoming a significant beneficial owner in the company, or a change in his significant beneficial ownership
- MCA
- MCA event filings
- BEN-1
- 2026-09-01
BEN-1 is due within 30 days of an individual acquiring significant beneficial ownership in the company, or of any change in it. It is a declaration made to the company, not a filing with the Registrar. It matters on a company calendar because it is the only event that starts the 30-day BEN-2 return clock, and the company cannot file BEN-2 until it has been received.
Deadlines counted from an event
Within 30 days of acquiring significant beneficial ownership or of any change in it, declared to the company in Form BEN-1 under rule 3(2) of the Significant Beneficial Owners Rules, read with section 90(1).
The rule
Within 30 days of acquiring significant beneficial ownership or of any change in it, declared to the company in Form BEN-1 under rule 3(2) of the Significant Beneficial Owners Rules, read with section 90(1).
Who must comply
- Every individual who, alone or together, or through one or more persons or a trust, holds a beneficial interest of not less than 25 per cent in the shares of the company
- Every individual holding the right to exercise, or actually exercising, significant influence or control over the company as defined in section 2(27)
- Every such individual whose significant beneficial ownership changes
- The proviso to section 90(1) lets the Central Government prescribe classes of persons who need not make the declaration
- Section 90 does not apply to a Government company under G.S.R. 463(E) of 5 June 2015, and only where that company is not in default of its section 92 or section 137 filings
Statutory basis
Before you file
- Work out the individual's beneficial interest, direct and indirect, against the 25 per cent test in section 90(1).
- Identify the registered owner in whose name the shares stand.
- Record the date the beneficial ownership was acquired or changed. This date starts the 30-day window.
How to file
- Prepare Form BEN-1 with the nature and extent of the significant beneficial ownership.
- State the particulars of the registered owner of the shares.
- Sign the declaration.
- Send the declaration to the company within 30 days of acquiring the ownership or of the change.
- Do not send BEN-1 to the Registrar. It is a declaration to the company, and the company then files BEN-2.
The company, not the Registrar
If you miss it
Section 90(10) charges the individual ₹50,000 for failing to make the declaration, plus ₹1,000 for each day the failure continues after the first, capped at ₹2 lakh. Section 90(12) sends a person who wilfully gives false or incorrect information, or suppresses material information he is aware of, to section 447 fraud proceedings.
- Section 90(7) lets the company apply to the Tribunal within fifteen days of the notice period expiring for an order restricting transfer of the shares and suspending the rights attached to them
- Where no application to lift those restrictions is made within a year of the Tribunal's order, the proviso to section 90(9) transfers the shares to the IEPF Authority without restriction
Common questions
Is BEN-1 filed with the Registrar?
No. It goes to the company. The company then files the BEN-2 return with the Registrar within 30 days of receiving it.
What about the 90-day window in rule 3(1)?
That was a one-time window running from the commencement of the Companies (Significant Beneficial Owners) Amendment Rules, 2019. It is spent. The live rule for a new or changed SBO is the 30 days in rule 3(2).