All you need to know about Form BEN-2

Last Updated at: January 21, 2020
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All you need to know about Form BEN-2

As per Section 90 of the Companies Act, 2003 companies need to file Form BEN-2 as a declaration with the Registrar of Companies. The form deals with the company’s significant beneficial owners renouncing or disclosing their interest in the company via their shareholding and voting rights. In this respect, Beneficial Owners are defined as shareholders who hold within the company a Significant Beneficial Ownership amounting to an excess of 10% of shareholdings or voting rights. Are you still unsure about how to file this Form? Worry not, because here’s a look at everything you need to know regarding Form BEN-2.

What is Form BEN-2?

Form BEN-2 is a declaration wherein beneficial owners of a company disclose their interest and shares in the company to the RoC. This must be done at least within thirty days of gaining such an interest in a company. The form contains the following details:

  1. Company’s Corporate Identification Number 
  2. Company’s registered name 
  3. E-mail ID of the company
  4. Official and registered office address of the company

Download the instruction kit for e-form BEN-2 here.

Get free legal advice now

Purpose of Form BEN-2

  • Declaration of individuals who have a beneficial ownership 
  • Declaration regarding any changes in the beneficial ownership 
  • As a means of declaring the reporting company CIN 
  • Specifies the number of members who have either direct or indirect right in the company
  • Declares the details of all such members. These details include:
  1. Member Type
  2. Member Name
  3. CIN/FCRN/LLPIN of the member
  4. Member’s Address
  5. Member’s Email ID
  6. Date of member’s registration in the company
  7. Status of the Beneficial Owner
  • Declares the number of shares members have, and how the holding has been procured. The manner of the holding may be any of the following:
  1. Holding shares
  2. Voting rights in shares
  3. Dividend/Distribution Rights 
  4. Exercise of control
  5. Exercise of significant influence
  • Declares the details of SBO and information regarding their stake in an ultimate holding company 
  • Acts as a declaration of the particulars of the SBO. The details included are as follows:
  1. SBO’s Name
  2. Nationality of the SBO
  3. SBO’S Father’s Name
  4. SBO’s Date of Birth
  5. Passport Number, E-mail ID, PAN ID and address of the SBO
  6. Date on which they obtained a significant Beneficial Interest
  7. Date of receipt of the company’s via Form BEN-1
  8. Copy of BEN-1 and attached agreements

Government Fees for Form BEN-2

  • If the nominal share capital is
    • Less than 1 lakh – INR 200
    • Between 1 lakh and 5 lakhs – INR 300
    • Also, between 5 lakhs and 25 lakhsINR 400
    • Between 25 lakhs and 1 croreINR 500
  • If the nominal share capital exceeds 1 croreINR 600
  • If there is no Nominal Share Capital – INR 200

Penalties and Fine for Late Filing

If the delay lasts

  1. For up to 30 days, the penalty is twice the normal fees
  2. Between 30 and 60 days, the penalty is four-time the normal fees
  3. From 60 to 90 days, the penalty is six-time the normal fees
  4. Between 90 and 180 days, the penalty is ten times the normal fees
  5. Longer than 180 days, the penalty is twelve times the normal fees

Click the below link to download or view the format of the Form BEN-2

DOWNLOAD form BEN-2

Other BEN Forms

  • Form BEN-1

    This is a declaration made by the SBO and is usually filed to provide proof of any changes in Beneficial Ownership that has occurred under Section 90.

  • Form BEN-3

    This works as a company register containing details of all the company’s Significant Beneficial Owners.

  • Form BEN-4

    This is the notice that a reporting company must send to their Beneficial Owners asking them to file their Form BEN-1 and may be sent either via email or post. An SBO must then file their BEN-1, at least 30 days after receiving this notice. Failure to do so from the SBO’s side will result in the company filing a petition with the NCLT.

Who is a Significant Beneficial Owner?

As per Section 90, a Significant Beneficial Owner is an individual, group of people or trust who have one or more of the following rights in a company:

The significant beneficial owner holds-

  1. Either indirectly or directly more than 10% shares 
  2. Either indirectly or directly more than 10% voting rights in the shares
  3. The right to receive more than 10% of the dividends or any other distribution made in a fiscal year
  4. The right to exercise considerable control in the company 

 

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All you need to know about Form BEN-2

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As per Section 90 of the Companies Act, 2003 companies need to file Form BEN-2 as a declaration with the Registrar of Companies. The form deals with the company’s significant beneficial owners renouncing or disclosing their interest in the company via their shareholding and voting rights. In this respect, Beneficial Owners are defined as shareholders who hold within the company a Significant Beneficial Ownership amounting to an excess of 10% of shareholdings or voting rights. Are you still unsure about how to file this Form? Worry not, because here’s a look at everything you need to know regarding Form BEN-2.

What is Form BEN-2?

Form BEN-2 is a declaration wherein beneficial owners of a company disclose their interest and shares in the company to the RoC. This must be done at least within thirty days of gaining such an interest in a company. The form contains the following details:

  1. Company’s Corporate Identification Number 
  2. Company’s registered name 
  3. E-mail ID of the company
  4. Official and registered office address of the company

Download the instruction kit for e-form BEN-2 here.

Get free legal advice now

Purpose of Form BEN-2

  • Declaration of individuals who have a beneficial ownership 
  • Declaration regarding any changes in the beneficial ownership 
  • As a means of declaring the reporting company CIN 
  • Specifies the number of members who have either direct or indirect right in the company
  • Declares the details of all such members. These details include:
  1. Member Type
  2. Member Name
  3. CIN/FCRN/LLPIN of the member
  4. Member’s Address
  5. Member’s Email ID
  6. Date of member’s registration in the company
  7. Status of the Beneficial Owner
  • Declares the number of shares members have, and how the holding has been procured. The manner of the holding may be any of the following:
  1. Holding shares
  2. Voting rights in shares
  3. Dividend/Distribution Rights 
  4. Exercise of control
  5. Exercise of significant influence
  • Declares the details of SBO and information regarding their stake in an ultimate holding company 
  • Acts as a declaration of the particulars of the SBO. The details included are as follows:
  1. SBO’s Name
  2. Nationality of the SBO
  3. SBO’S Father’s Name
  4. SBO’s Date of Birth
  5. Passport Number, E-mail ID, PAN ID and address of the SBO
  6. Date on which they obtained a significant Beneficial Interest
  7. Date of receipt of the company’s via Form BEN-1
  8. Copy of BEN-1 and attached agreements

Government Fees for Form BEN-2

  • If the nominal share capital is
    • Less than 1 lakh – INR 200
    • Between 1 lakh and 5 lakhs – INR 300
    • Also, between 5 lakhs and 25 lakhsINR 400
    • Between 25 lakhs and 1 croreINR 500
  • If the nominal share capital exceeds 1 croreINR 600
  • If there is no Nominal Share Capital – INR 200

Penalties and Fine for Late Filing

If the delay lasts

  1. For up to 30 days, the penalty is twice the normal fees
  2. Between 30 and 60 days, the penalty is four-time the normal fees
  3. From 60 to 90 days, the penalty is six-time the normal fees
  4. Between 90 and 180 days, the penalty is ten times the normal fees
  5. Longer than 180 days, the penalty is twelve times the normal fees

Click the below link to download or view the format of the Form BEN-2

DOWNLOAD form BEN-2

Other BEN Forms

  • Form BEN-1

    This is a declaration made by the SBO and is usually filed to provide proof of any changes in Beneficial Ownership that has occurred under Section 90.

  • Form BEN-3

    This works as a company register containing details of all the company’s Significant Beneficial Owners.

  • Form BEN-4

    This is the notice that a reporting company must send to their Beneficial Owners asking them to file their Form BEN-1 and may be sent either via email or post. An SBO must then file their BEN-1, at least 30 days after receiving this notice. Failure to do so from the SBO’s side will result in the company filing a petition with the NCLT.

Who is a Significant Beneficial Owner?

As per Section 90, a Significant Beneficial Owner is an individual, group of people or trust who have one or more of the following rights in a company:

The significant beneficial owner holds-

  1. Either indirectly or directly more than 10% shares 
  2. Either indirectly or directly more than 10% voting rights in the shares
  3. The right to receive more than 10% of the dividends or any other distribution made in a fiscal year
  4. The right to exercise considerable control in the company 

 

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