# BEN-2 & Significant Beneficial Owner Compliance

> An individual who ultimately holds at least 10% of a company's shares, voting rights or dividend rights — directly or through other entities — or exercises significant influence or control, is a significant beneficial owner (SBO). The SBO declares this in Form BEN-1, the company records it in the BEN-3 register and files Form BEN-2 with the ROC within 30 days of receiving the declaration.

Practice: Company Secretary & Corporate Compliance — https://www.industax.com/services/company-secretary/

SBO rules matter most where shares are held through holding companies, trusts or foreign entities — the company must look through the chain to the individual. Companies are expected to take steps to identify SBOs, including sending Form BEN-4 notices to members holding 10% or more.

Each new declaration or change restarts the 30-day clock for BEN-2. We map the ownership chain, collect declarations and file the return.

## Key facts

| Item | Detail |
| --- | --- |
| Threshold | 10% shares, voting or dividend rights, or significant influence/control |
| Declaration | Form BEN-1 by the SBO |
| Company filing | Form BEN-2 within 30 days of receiving BEN-1 |
| Register | BEN-3; notices to members in BEN-4 |
| Law | Section 90; Companies (Significant Beneficial Owners) Rules, 2018 |

## Who needs this

- Companies with corporate or foreign shareholders
- Companies with trusts or nominee holdings
- Groups with layered structures

## What's included

- Ownership chain mapping
- BEN-4 notices and BEN-1 collection
- BEN-2 filing
- BEN-3 register

## Documents

- Shareholding pattern
- Group structure chart
- KYC of ultimate individual owners

## Process

1. **Map** — Ownership traced to individuals.
2. **Declare** — BEN-1 declarations collected.
3. **File** — BEN-2 filed within 30 days; register updated.

## FAQs

### Who is a significant beneficial owner?

An individual holding, directly or indirectly, at least 10% of shares, voting rights or dividend rights, or exercising significant influence or control over the company.

### When is BEN-2 due?

Within 30 days of the company receiving the BEN-1 declaration.

### Does a foreign parent's owner count as an SBO?

Yes, if the individual meets the thresholds through the chain of holdings.

## Official sources

- Ministry of Corporate Affairs — MCA21 portal: https://www.mca.gov.in/
- Companies Act, 2013 (India Code): https://www.indiacode.nic.in/handle/123456789/2114

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Canonical page: https://www.industax.com/services/company-secretary/ben-2-filing
Publisher: Indus Tax — CA-led tax and compliance firm (https://www.industax.com). Contact: info@industax.com, 9059139258.
This is general information, not advice for your specific facts.