BEN-2 form is a type of document filed with the Registrar of Companies on behalf of a company if it wants to file a declaration under Section 90 of The Companies Act, 2013 which deals with the Register of Significant Beneficial Ownership.

BEN-2 form is used to declare that a company has complied with the requirements under the Companies Act. The compliance includes holding a meeting of the board of directors, passing resolutions by the board, and filing necessary documents with the Registrar of Companies.

The form must be signed by a director or company secretary, and it must be accompanied by the required supporting documents. These documents include a copy of the board resolution, a copy of the notice convening the meeting, and a copy of the minutes of the meeting.

Once the BEN-2 form is filed with the Registrar of Companies, it becomes a public record.

Latest Update From MCA

The Ministry of Corporate Affairs (MCA) has extended the deadline for filing the BEN-2 form to March 31, 2020, without any additional fees. This decision comes in response to numerous requests from stakeholders and is outlined in General Circular No.01/2020, dated January 1, 2020.

Previously, MCA had extended the due date for the BEN-2 form to December 31, 2019, as per the notification dated September 24, 2019. Additionally, MCA announced on July 29 that there would be a fee relaxation and further extension for filing the BEN-2 form to September 30, 2019.

Stakeholders should note that the BEN-2 form has been revised and they must check the latest version before submission. The updated form was made available on the MCA21 Company Forms Download page on October 20, 2019.

BEN-2 form requires specific details, including the Corporate Identification Number (CIN), registered name, email ID, and office address of the company. It also demands information on significant beneficial ownership, changes in ownership, and details about the members and their shareholding.

For accurate filing, ensure to include the relevant attachments such as the declaration in Form No. BEN-1 and any agreements supporting control or significant influence. The Board of Directors must authorize an individual to sign and submit this form digitally.

Remember, the company must file Form No. BEN-2 with the Registrar within 30 days of receiving Form No. BEN-1. 

Why BEN-2 Form?

Every company which is registered under the Companies Act, 2013 is required to file an Annual Return in Form No. MGT-7 within 60 days from the date of holding the Annual General Meeting.

The purpose of filing an annual return is to give a true and fair view of the state of affairs of the company as of the date of the AGM. It also ensures compliance with various provisions of the Companies Act, 2013.

BEN-2 form is a declaration that has to be filed by a manager or director of a company regarding their beneficial ownership in the shares of the company. This form is required to be filed within 60 days from the date on which the shares were allotted or transferred to them.

The main purpose of this form is to disclose any potential conflict of interest that a director or manager may have about their shares in the company. This will help shareholders to make informed decisions about how they vote on matters affecting the company.

If you are a director or manager of a company, you must comply with the requirements for filing BEN-2 form. Failure to do so can result in heavy penalties, including imprisonment.

What Are the Mandatory Details to Be Filled Out in BEN-2 Form?

1. The name, address, and email ID of the company’s registered office;
2. The names, addresses, and email id of the company’s directors;
3. The number of shares held by each director;
4. The amount of money paid up on each share;
5. The nature and extent of the interest of each director in other companies, if any; and
6. Any other information as may be prescribed by the Registrar of Companies.

How Should BEN-2 Form Be Filed?

BEN-2 form is a return to the Registrar of Companies regarding declaration under Section 160 of the Companies Act, 2013.

This form should be filed by the company within 30 days from the date of its board resolution in which it has been decided to make a declaration under section 160.

The form should be accompanied by a copy of the board resolution and the required fee as specified in the Companies (Registration Offices and Fees) Rules, 2014.

Removal of Provisions From the List of Significant Benefits

The Registrar of Companies has decided to remove the following provisions from the list of significant benefits under section 2 of the Companies Act:

• The requirement for a company to have a minimum share capital of ₹. 5 lakhs.
• The requirement for a company to have at least seven members.
• The requirement for a company to file its annual return with the Registrar of Companies.
• The requirement for a company to maintain a registered office in India.

These changes will come into effect from the date of their publication in the Official Gazette.

Signatory Declaration

I/We solemnly declare that to the best of my/our knowledge and belief, the particulars given in this Return are true and correct and no other Return has been given to the Registrar of Companies for this financial year.

Name ___________________

Designation _____________

Date ___________________

Holder declaration

1. I, ____________________________, the holder of the within named ____________________________ do hereby declare that:
2. I am a beneficial owner of the within-named company;
3. I am the beneficial owner of shares in the company as follows:

(a) Ordinary shares of. ___________ each; and/or

(b) Preference shares of. ___________ each; and/or

(c) Debentures of. ___________ each; and/or

(d) Any other securities of. ___________ each; and/or

4. The total value of my interest in the company is . ___________; and/or
5. I have no other interests in the company except as stated herein; and/or

What Are the Mandatory Details to Be Filled Out in BEN-2 Form?

1. The name, registered office address, and principal business activity of the company;
2. The particulars of the beneficial owner, including name, nationality, date of birth, residential address, and passport details (or other identification documents);
3. The extent of the beneficial interest held; and
4. The date on which the beneficial interest was acquired.

Fee Structure for Filing BEN-2 Form

Nominal Share Capital	Applicable Fee
Less than ₹100,000	₹200
₹100,000 to ₹499,999	₹300
₹500,000 to ₹2,499,999	₹400
₹2,500,000 to ₹9,999,999	₹500
₹10,000,000 or more	₹600

Fee for submitting e-forms or documents for companies without share capital

Applicable Fee: ₹200

Additional Fee Rules

Delay Period	Fee for All Forms
Up to 30 days	2 times the normal fee
31 to 60 days	4 times the normal fee
61 to 90 days	6 times the normal fee
91 to 180 days	10 times the normal fee
Over 180 days	12 times the normal fee

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