Ensure legal transparency in ownership structures with Professionals Law's expert BEN-2 support.
Introduction and Its Compliance
BEN -2 is a mandatory return required to be filed pursuant to the Companies (Significant Beneficial Owners) Rules, 2018 issued on June 13, 2018 under Section 90 of the Companies Act, 2013. It is a return of beneficial owner in shares by the company to be filed with the RoC by an entity not entered in the register of members holding 10 per cent or more of its share capital. The publication of information helps in capturing the ownership’s transparency and misuse of legal persons. Professionals Law enables organisations to comply fully with this legislation with timely and accurate identification of SBOs, the collection of the required declarations (BEN-1) and the accurate and on-time completion of the BEN-2 form, thereby guaranteeing legal compliance and avoiding heavy fines.
Why It Is Needed
The necessity for filing of BEN-2 is crucial to cast light on hidden structure of ownership in a company owned by other entities/ individuals etc where ultimate beneficial holding is diffused through layers of holding and/ or where shares of company are held in indirect manner. It allows regulators to track major players and to put a stop to financial malfeasance or money laundering. Inclusion of BEN-2 Filing of form BEN-2 helps the company to adhere to the Companies Act and to bring the company in line with international norms of disclosure. Would you like professional help in evaluating, documenting and reporting information on the beneficial interest so that your business is in strict compliance with MCA rules.
Benefits and Advantages
Enhanced Ownership Transparency
Ensures visibility of actual stakeholders, reducing the scope for illegal activities through undisclosed shareholding.
Legal Compliance Assurance
Complying with BEN-2 filing avoids penalties and strengthens your company’s legal standing with the RoC.
Better Due Diligence Readiness
Improves credibility during audits, due diligence and funding processes by clearly reflecting ownership structures.
Alignment with Global Standards
Promotes corporate governance practices consistent with FATF and global financial regulations on beneficial ownership.
Support in Legal Proceedings
Maintains records that can be used as evidence of declared ownership during litigation or shareholder disputes.
Eligibility Criteria
BEN-2 filing is mandatory for:
- All companies (except government companies)
- Where one or more individuals (Indian or foreign) hold:
- 10% or more beneficial interest in shares or
- Exert significant influence or control, even if not named as registered shareholders
- The beneficial owner is different from the registered owner
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Documents Required
Steps for Applying
Identification of Beneficial Owner
Analyse shareholding structure to detect any beneficial ownership as per threshold limits.
Obtain BEN-1 Declaration
The beneficial owner provides a declaration in Form BEN-1 to the company.
Verification and Approval
Professionals Law assists in verifying and compiling documentation for filing.
Preparation of Form BEN-2
Draft and review the BEN-2 form to ensure accuracy.
Filing with RoC
Submit BEN-2 on the MCA portal with DSC and generate SRN as proof of submission.
Frequently Asked Questions
What is Form BEN-2?
Who is a significant beneficial owner?
Who must file BEN-2?
Is BEN-2 applicable to private companies?
What if a company has no beneficial owner?
What if BEN-2 is filed late?
Is BEN-2 a recurring filing?
Can Professionals Law help in identification of SBOs?
Does foreign ownership require BEN-2 filing?
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