BEN-2 filing is the return a company files with the Registrar of Companies (ROC) to report its significant beneficial owners (SBOs), meaning individuals who ultimately own or control the company through shares, voting rights or other means. It arises under section 90 of the Companies Act, 2013 and Rule 4 of the Companies (Significant Beneficial Owners) Rules, 2018. This page explains who counts as an SBO, how BEN-1 and BEN-2 work together, the 30-day deadline, and the penalties for getting it wrong.
What is BEN-2?
Many companies are owned through layers of companies, trusts, partnerships or nominee arrangements. Section 90 of the Companies Act, 2013 exists so that regulators know which real individuals sit behind a company. A person who qualifies as a significant beneficial owner must make a declaration to the company, and the company must report the information to the Registrar.
The process uses two forms. Form BEN-1 is the declaration made by the SBO to the company, and Form BEN-2 is the return the company files with the ROC after receiving that declaration. Rule 4 states that, on receipt of a declaration, the reporting company must file the return within thirty days of receiving the declaration, along with the prescribed fee. The company also maintains a register of SBOs in Form BEN-3 and may issue notices to persons it believes hold such an interest.
The Rules have been amended several times. The 2019 amendment notified BEN-2 with effect from 1 July 2019, and the 2023 amendment added duties for the reporting company to take active steps to identify its SBOs. A further amendment dated 15 July 2024 substituted Rule 4 and issued a revised BEN-2 form. The company's responsibility is not limited to waiting for declarations: it has to enquire, record and report.
In practice this filing is often missed because the company assumes a shareholder will approach it. Investor funds, holding structures and cross-border owners create exactly the cases where the ultimate owner is not on the shareholder register, so a regular review is needed.
Who needs to file BEN-2?
The duty to report sits with the company, but the trigger is the existence of an SBO. The following situations commonly need action:
- A private or public company where an individual holds 10 per cent or more of the shares, voting rights or distributable dividend, directly or indirectly
- A company where an individual exercises significant influence or control over the company through other means, even without a large shareholding
- A company owned through a holding company, a body corporate, a partnership firm, an LLP or a trust where the ultimate individuals are not on the member register
- Companies with foreign promoters or investors, where the beneficial owner sits in another country
- Companies that have received a BEN-1 declaration from a member, or whose shares were transferred, allotted or restructured during the year
Benefits of Significant Beneficial Owner (BEN-2)
Legal compliance
Filing BEN-2 meets the company's duty under section 90 and Rule 4 and removes exposure to adjudication by the ROC.
Protects the shareholder's rights
A company that fails to receive or report SBO information may apply to the Tribunal to restrict rights attached to the shares. Timely compliance keeps rights intact for investors.
Transparent ownership record
Maintaining BEN-3 and filing BEN-2 gives banks, investors and counterparties a clear ownership trail during due diligence.
Reduces officer liability
Directors and officers in default can face personal fines. Orderly SBO compliance protects them.
Supports anti-money-laundering expectations
Bank KYC, investor onboarding and regulators increasingly ask for beneficial ownership details, and BEN filings provide a documented answer.
Who is a significant beneficial owner?
An SBO is an individual, acting alone or with others, who holds beneficial interest in shares of the company or has the right to exercise, or actually exercises, significant influence or control over it. The Rules set a 10 per cent threshold for holding, but control can exist below that threshold. Conditions to examine:
- Holds, directly or indirectly, at least 10 per cent of the shares or voting rights, or has a right to receive or participate in at least 10 per cent of the total distributable dividend
- Can exercise significant influence or control over the company in any manner other than through shareholding, such as through agreements or the right to appoint directors
- Holds the interest through a trust, a partnership firm, an LLP or a body corporate, in which case look through the chain to the individuals
- Holds the interest through a nominee or on behalf of another person, in which case the real owner is the SBO and the registered holder must also declare
- Persons holding securities in the company as a government, or listed company shareholders where the Rules exempt the holder, may fall outside the declaration requirement; check the Rules for each case
Documents required
Declaration and identity
- Duly filled Form BEN-1 signed by the SBO
- PAN and Aadhaar or passport of the individual, with address proof for NRIs and foreign nationals
- Nationality, residence and contact details
- Proof of holding such as share certificates, demat statement or ownership chain documents
Ownership structure documents
- Chart showing the shareholding chain up to the individual SBO
- Constitutional documents and member lists of intermediate entities
- Trust deed or partnership deed where the SBO holds through such an entity
- Agreements granting significant influence or control, if the SBO is claimed on that basis
Company documents
- Register of members and, where available, existing register of SBOs in Form BEN-3
- Board resolution authorising the filing
- Notices issued to members or persons under the SBO Rules, with replies received
- DSC of the authorised director, company secretary or other authorised signatory
Step-by-step process for BEN-2 filing
The sequence below reflects how SBO compliance is usually completed from identification to ROC filing.
Map the ownership
Prepare a chart of shareholders and look through every corporate or trust holder until you reach the individuals. Identify those meeting the 10 per cent or control test.
Issue notice to likely SBOs
Where the company believes a person may be an SBO, it can send a notice in the prescribed form asking for information. A person who receives a notice must reply within the time stated in the Rules.
Collect BEN-1
The SBO signs Form BEN-1 and submits it to the company along with identity and holding evidence. The 30-day clock for the company starts on receipt.
Record in the register
Enter the details in the register of SBOs (BEN-3) and place the declaration on record. The board should take note of it.
Prepare and sign BEN-2
Complete the return on the MCA V3 portal with the SBO's particulars, nature of interest and dates. Attach the required documents and apply the company's digital signature.
Pay fee and file within 30 days
Pay the prescribed fee and submit. Keep the SRN and the acknowledgement.
Update on every change
If the holding or control changes, or the person ceases to be an SBO, collect a fresh BEN-1 and file BEN-2 again within the Rule 4 period.
Government fees
The fee for Form BEN-2 is prescribed by the Companies (Registration Offices and Fees) Rules, 2014 and is payable through the MCA portal. Late filing attracts additional fees. MCA relaxed additional fees through circulars in 2019 and 2020 in the early period of the SBO regime, which no longer applies today. We do not quote a figure here because the amount is shown on the portal at the time of filing and can change.
Professional charges are quoted separately after reviewing your case. Government fees are paid directly to the authority.
How long does it take?
The statutory limit is 30 days from the date the company receives the BEN-1 declaration. Identification of SBOs and collection of declarations can take longer, especially where the chain involves foreign entities or trusts. Once the declaration and documents are ready, preparation and online filing are quick.
| Stage | Typical time |
|---|---|
| Mapping ownership and issuing notices | Varies with structure complexity |
| Receipt of BEN-1 from the SBO | Within the period stated in the notice |
| Filing BEN-2 after receipt of BEN-1 | Within 30 days of receipt |
Validity and when to file again
BEN-2 is not renewed annually. It is event-based. A fresh return is due whenever a person becomes an SBO, ceases to be one, or the nature or extent of interest changes. A yearly review before the AGM is a practical habit, because share transfers and restructuring during the year are the usual cause of change.
Compliance after filing BEN-2
- Maintain the register of significant beneficial owners in Form BEN-3 and keep it updated
- Keep BEN-1 declarations, notices and replies in the company's secretarial records
- Report changes by filing BEN-2 again within the Rule 4 period
- Disclose SBO details in the annual return filed through ROC annual filing
- Update the register of members and file PAS-3 after any allotment that changes ownership
- Respond to ROC notices or Tribunal proceedings promptly, since they can affect share rights
BEN-1 vs BEN-2 vs BEN-3
| Form | Who files or keeps it | Purpose |
|---|---|---|
| BEN-1 | Significant beneficial owner | Declaration of beneficial interest made to the company |
| BEN-2 | Company | Return filed with the ROC after receiving BEN-1 |
| BEN-3 | Company | Register of significant beneficial owners kept by the company |
Common mistakes and rejection reasons
Waiting for the SBO to come forward
Since the 2023 amendment the company has to take active steps to identify SBOs. Relying only on voluntary declarations leaves the company in default.
Stopping at the first layer
Listing a holding company as the owner is not enough. The return must show the individuals at the end of the chain.
Ignoring control without shareholding
Persons with the right to appoint the board or veto rights can be SBOs even below 10 per cent. Many companies overlook this category.
Missing the 30-day window
The period runs from receipt of the declaration by the company. Delay between the SBO signing and the company filing is the most common reason for additional fees.
Using an outdated BEN-2 form
The form was revised in 2024. Prepare data to match the current e-form on the MCA V3 portal.
Incomplete KYC and holding evidence
Missing PAN, passport or address proof for foreign owners and unclear nature of interest lead to resubmission.
Penalties for non-compliance
Section 90 provides penalties both for the individual who fails to make the declaration and for the company and officers in default who fail to take the required steps or file the return. The fines run into lakhs of rupees, with a daily fine for continuing default, and the company may also face applications to the Tribunal that restrict rights attached to the shares. Because the amounts and the parties liable under each sub-section of section 90 are detailed, review the current text of section 90 and the latest Rules for your situation. Late BEN-2 filings also attract additional fees on the portal.
Practitioner tips
- Start with a one-page ownership chart signed off by the board. Most SBO mistakes come from not looking beyond the first corporate shareholder.
- Use a standard notice and a tracker showing date sent, date received and BEN-1 receipt date. The 30-day clock is easier to defend with this record.
- When a share transfer or allotment is approved, ask in the same meeting whether SBO status changes. It prevents a missed BEN-2.
- For foreign investors, collect passport, residence proof and ownership chart early. Overseas documents take time to arrive and may need attestation.
- Keep the SBO register and BEN-1 copies with your statutory registers so they are ready when the ROC or an investor asks.
How Lawgical Guru helps
SBO identification review
We review your member register and holding structure to identify individuals who meet the ownership or control test.
Notices and BEN-1 drafting
We prepare notices to likely SBOs and help collect Form BEN-1 with the right supporting documents.
BEN-2 preparation and filing
We prepare Form BEN-2 on the MCA V3 portal with your authorised signatory's DSC and track the 30-day window.
BEN-3 register
We help set up and update the register of significant beneficial owners within your secretarial records.
Change monitoring
We flag share allotments, transfers and restructures that need a fresh BEN-2 and align them with FC-GPR and PAS-3 filings.
Significant Beneficial Owner (BEN-2): frequently asked questions
What is BEN-2 filing?
BEN-2 is the return a company files with the Registrar of Companies to report its significant beneficial owners. It is filed after the company receives a BEN-1 declaration from the individual, under section 90 of the Companies Act, 2013 and Rule 4 of the SBO Rules, 2018.
Who is a significant beneficial owner?
An individual who, alone or with others, holds at least 10 per cent of shares, voting rights or distributable dividend, directly or indirectly, or who can exercise significant influence or control over the company in another way. The test looks through companies, trusts and partnerships to the individual.
What is the due date for BEN-2?
The company has to file BEN-2 within thirty days from the date it receives the BEN-1 declaration. The period is event-based and is not tied to the financial year end. Delay leads to additional fees and exposure to penalty.
What is the difference between BEN-1 and BEN-2?
BEN-1 is the declaration the significant beneficial owner gives to the company. BEN-2 is the return that the company files with the ROC after receiving it. The company also maintains BEN-3, the register of significant beneficial owners.
Does a private limited company need to file BEN-2?
Yes, if it has one or more significant beneficial owners. Section 90 applies to every company, not only public or listed ones. A private company with a corporate shareholder may need to look through to the individuals who own that shareholder.
Is BEN-2 an annual filing?
No. BEN-2 is event-based and not an annual form. A company files it when a person becomes an SBO, when a holding or control changes, or when the person ceases to be an SBO. Annual review still helps, because ownership often changes during the year.
What happens if the SBO does not give a declaration?
The company can send a notice seeking information and the person must reply. If the person does not comply, the company can apply to the Tribunal for restrictions on rights attached to the shares. The person also faces a penalty under section 90. Keep proof of every notice.
What is the penalty for not filing BEN-2?
Section 90 provides for fines on defaulting persons, on the company and on officers in default, with a daily amount for continuing default, and for restrictions on share rights through the Tribunal. Amounts differ by sub-section, so check the current text. Late filing also attracts additional fees on the MCA portal.
Can control without 10 per cent shareholding make someone an SBO?
Yes. A person who can exercise significant influence or control, for example through the right to appoint directors or through agreements, can be an SBO even below the 10 per cent threshold. Check shareholders' agreements and articles for such rights.
Do foreign shareholders need to file BEN-1?
A foreign individual who qualifies as an SBO must make a declaration, and a foreign body corporate holding shares may have to look through to the individual owners. The company files BEN-2 in India. Passport, residence proof and an ownership chart are normally needed.
Reviewed by Satyam Gupta, Company Secretary (CS) & Advocate
8+ years of industry experience. This page was last reviewed on 16 October 2026 against the official sources below. Rules and fees change — confirm on the official portal before you apply.