MGT-4 and MGT-5 (declarations of beneficial interest to the company)
The declarations a registered owner and a beneficial owner make to the company under section 89, which are the only events that start the MGT-6 clock.
MGT-4, registered owner
Counted from entry of the registered owner's name in the register of members, where he does not hold the beneficial interest
- MCA
- MCA event filings
- Not specified
- 2026-09-01
Both declarations are due within 30 days. A registered owner who does not hold the beneficial interest files MGT-4 within 30 days of his name being entered in the register of members. A person who acquires a beneficial interest files MGT-5 within 30 days of acquiring it. Either of them files again within 30 days of a change in the beneficial interest. These go to the company, not the Registrar, and they are what makes MGT-6 due.
Deadlines counted from an event
Within 30 days of the date his name is entered in the register of members, declared to the company in Form MGT-4 under rule 9(1) of the Management and Administration Rules, read with section 89(1).
Within 30 days of acquiring the beneficial interest, declared to the company in Form MGT-5 under rule 9(2) of the Management and Administration Rules, read with section 89(2).
Within 30 days of the date of the change, under section 89(3) and the provisos to rule 9(1) and rule 9(2), declared to the company in Form MGT-4 by the registered owner and in Form MGT-5 by the beneficial owner.
The rule
Within 30 days of the date his name is entered in the register of members, declared to the company in Form MGT-4 under rule 9(1) of the Management and Administration Rules, read with section 89(1).
Within 30 days of acquiring the beneficial interest, declared to the company in Form MGT-5 under rule 9(2) of the Management and Administration Rules, read with section 89(2).
Within 30 days of the date of the change, under section 89(3) and the provisos to rule 9(1) and rule 9(2), declared to the company in Form MGT-4 by the registered owner and in Form MGT-5 by the beneficial owner.
Who must comply
- A person entered in the register of members as the holder of shares who does not hold the beneficial interest in them, who files MGT-4
- A person who holds or acquires a beneficial interest in shares of the company that are not registered in his name, who files MGT-5
- Either of them, on a change in the beneficial interest
- Section 89 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
- Section 89(11) lets the Central Government exempt classes of persons from any requirement of the section other than sub-section (10)
Statutory basis
Before you file
- Identify who holds the beneficial interest and in whose name the shares are registered.
- Record the date of entry in the register of members, of acquisition, or of the change. This date starts the 30-day window.
- Get the particulars of the other party that the form requires.
How to file
- Prepare Form MGT-4 if you are the registered owner without the beneficial interest.
- Prepare Form MGT-5 if you hold or have acquired the beneficial interest.
- State the particulars of the other party and the nature of the interest.
- Sign the declaration.
- Send the declaration to the company within 30 days.
- Send a fresh declaration within 30 days of any change in the beneficial interest.
The company, not the Registrar
If you miss it
Section 89(5) charges the person who fails to declare ₹50,000, plus ₹200 for each day the failure continues after the first, capped at ₹5 lakh. The commercial consequence is heavier than the money: section 89(8) makes any right in the shares unenforceable by the beneficial owner, or by anyone claiming through him, for as long as the declaration is not made.
- Section 89(8) leaves the beneficial owner unable to enforce any right in the shares until the declaration is made
- The company cannot file its MGT-6 return, because section 89(6) counts from receipt of the declaration and there is nothing to count from
- Section 89(9) preserves the company's own duty to pay dividend to its members, which is discharged on payment
Recent changes affecting this
Common questions
Do these go to the Registrar?
No. Both are declarations to the company. The company then files the MGT-6 return with the Registrar within 30 days of receiving one.
Why does a company calendar carry them?
Because MGT-6 has no independent trigger. Section 89(6) counts from the date the company receives an MGT-4 or MGT-5, so these declarations are the only thing that puts MGT-6 on the calendar at all.