Significant Beneficial Ownership (BEN-2)
Done-for-you by Company Mitra's qualified experts — 100% online, transparent pricing, no running around.
- 3–5 working days
- 100% Online
- Qualified Experts
- Secure Payment
What you get
- Filed BEN-2 with MCA challan
- BEN-1 declarations on record
- Register of SBO in Form BEN-3
- SBO identification note
Documents required
Keep these ready — scanned copies or clear phone photos are fine.
- Shareholding pattern and register of members (Company) – Mandatory
- Details of corporate and trust shareholders (Shareholder) – Mandatory
- PAN, address and KYC of SBO (Individual) – Mandatory
- BEN-1 declarations signed by SBO (Individual) – Mandatory
- DSC of director (Director) – Mandatory
How it works
3–5 working days after BEN-1 declarations
- 1Share shareholding
- 2Upload register of members and shareholder details.
- 3SBO identification
- 4We identify significant beneficial owners.
- 5Declarations
- 6SBO signs BEN-1 declaration.
- 7Filing
- 8We file BEN-2 with ROC.
- 9Register
- 10BEN-3 register updated.
About Significant Beneficial Ownership (BEN-2)
Overview
Section 90 of the Companies Act, 2013 and the Companies (Significant Beneficial Owners) Rules, 2018 require companies to identify individuals who ultimately own or control them. Any individual holding 10% or more of shares, voting or dividend rights, directly or indirectly, or exercising significant influence or control, is a significant beneficial owner (SBO).
The SBO files a declaration in Form BEN-1 with the company, and the company must file Form BEN-2 with the ROC within 30 days of receiving it, and keep a register in Form BEN-3. Company Mitra traces ownership through layers of companies, trusts and partnerships, issues BEN-4 notices where needed, collects BEN-1 declarations, and files BEN-2.
- SBO identification through layered holdings
- BEN-1, BEN-2 and BEN-3 compliance
- Advisory on future changes
Particularly important after fundraise or restructuring. MCA fee is payable at actuals.
Who needs it
- Companies with individuals holding 10% or more beneficial interest
- Companies with corporate or trust shareholders
- Companies with change in significant beneficial owners
- Startups after funding rounds
What's included
Included:
- Identification of SBO under section 90 and SBO Rules
- Issue of notice in Form BEN-4 where needed
- Collection of BEN-1 declarations
- Preparation and filing of BEN-2 with DSC
- Maintenance of register of SBO in Form BEN-3
- Compliance advisory note
Not included:
- MCA filing fee and additional fees
- Application to NCLT for restrictions
- Foreign document apostille or notarisation
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Frequently asked questions
Who is a significant beneficial owner?
An individual who directly or indirectly holds at least 10% shares, voting rights or dividend rights, or exercises significant influence or control over the company.
What is the timeline for BEN-2?
The company must file BEN-2 within 30 days of receiving the BEN-1 declaration.
When must BEN-1 be given?
The SBO must give BEN-1 within 90 days of acquiring or changing significant beneficial ownership.
Is BEN-2 needed every year?
No, only on first identification and on every change in SBO details.
Compliances after this
- File BEN-2 again within 30 days of any change in SBO details.
- Keep register of SBO in Form BEN-3 updated and open for inspection.
- Report SBO details in annual return MGT-7.
Penalty for delay / non-compliance
Under section 90(11), a company failing to file BEN-2 is liable to penalty of ₹1 lakh plus ₹500 per day of continuing default, up to ₹5 lakh, and officers in default ₹25,000 plus ₹200 per day, up to ₹1 lakh. An SBO failing to file BEN-1 faces penalty u/s 90(10) of ₹50,000 plus ₹1,000 per day, up to ₹2 lakh.
