Significant Beneficial Ownership Rules

The Ministry of Corporate Affairs (“MCA”) has recently amended the rules relating toSignificant Beneficial Ownership’ and released the Companies (Significant Beneficial Owners) Amendment Rules 2019.

The amended rules have brought in clarity regarding disclosure and reporting. The following table summarises the reporting requirements and the timelines in this regard:

Form  No. Particulars Applicability Period of Filing Mode of Filing
BEN-1 An individual identified as a ‘Significant beneficial owner’ has to file a declaration to the reporting company in this form.   Every Reporting Company has to take necessary steps to find out ‘Significant Beneficial Owner’, identify him and cause such individual to make a declaration in Form no. BEN 1.   Significant Beneficial Owner means: An individual who alone or together or through one or more persons / trust holds one or more of the following rights / entitlements in the reporting company: directly or indirectly 10% of the shares,directly or indirectly 10% of the voting rights ,right to participate in 10% of distributable dividends or any other distribution during the financial year, whether directly or indirectly;has right to exercise significant influence or control, in any manner other than through direct-holdings alone.   Every individual who is Significant Beneficial Owner in a reporting company   Within 90 days of commencement of the amended Rules i.e on or before 10 May 2019.Within 30 days of any change in significant beneficial ownership.   e-form available on MCA
BEN-2 Reporting company has to file with Registrar along with prescribed fee.   Reporting Company   Within 30 days of receiving declaration. e-form available on MCA
BEN-4 Every Reporting Company shall send notice to all the members (other than individuals) holding not less than 10% of shares / voting rights / right to dividend or any distribution, seeking information about ‘Significant Beneficial Owner’ in Form no. BEN 4.   Reporting Company Members have to respond within 30 days of the notice from the reporting company. e-form available on MCA

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