SIGNIFICANT BENEFICIAL OWNERSHIP
What is E-Form BEN-2
all about?
When the Company has any non-individual (eg: An Indian
Company or Foreign Company) as a member and this member is holding 10% or more
shares in the Indian Company, then the
Indian Reporting Company (RC) is required to file E-Form BEN-2 with the
ROC.
Significant
Beneficial Owner (SBO):
SBO means an Individual
who alone or jointly, either:
Holds indirectly, or along with other direct holdings, not less
than 10% shares or 10% voting rights
or 10% total distributable dividend in the Indian Company (RC); or has
been vested with the right of exercising significant
influence or control.
If the individual does not hold right or entitlement
indirectly as above, he shall not be
a SBO.
|
S. No. |
Where the member of the RC is a |
Individual Holding Right or Entitlement |
|
1. |
Body Corporate (registered in India or abroad) |
i. Holds majority stake in that member; ii. Holds majority stake in the ultimate holding company of such
member; |
|
2. |
A HUF (through Karta) |
Individual is the Karta of HUF |
|
3. |
A partnership entity (through itself or a partner) |
i. Individual is a Partner ii. Individual holds a majority stake in the body corporate, which is
a partner of the partnership entity iii. Individual holds a majority stake in the ultimate holding
company of body corporate, which is a partner of the partnership entity |
|
4. |
A trust (though trustee) |
i. the trustee – if it’s a discretionary or charitable trust ii. the beneficiaries – if it’s a specific trust iii. the author or settler – if it’s a revocable trust. |
The above SBO, must make a declaration to the RC in Form
BEN-1.
The RC must report in E-Form
BEN-2 to the ROC, along with the declaration as attachment (in Form BEN-1).
Responsibility of
the Reporting Company:
1. The Indian Company (RC) is
required to identify the SBO associated with it by issuing notice to a member
in Form BEN-4. RC Shall File a Return in E-Form BEN-2 with ROC along with the
declaration made by a SBO or any changes in the SBO in Form BEN-1, within a
period of 30 days of receipt of such declaration. Since E-FORM BEN-2 has been
deployed on 1.07.2019, E-FORM BEN-2 shall be filed within 30 days of deployment
i.e., 30.07.2019.
2. RC is required to maintain a
register of SBO in Form BEN-3. This shall include details of SBO’s respective
names, addresses, date of birth and details of ownership.
In case of failure of the Member
Company or SBO to disclose the beneficial owner, RC can file application to
NCLT to impose restriction on the respective shares.
What are the Responsibility
of the SBO
Every SBO shall file a declaration in Form BEN-1 to the
respective member company within 30 days of acquiring the status of SBO or any
change therein.
What is the Penalty
for non-compliance? i.e., Non-filing of this Form:
1. SBO’s not giving intimation Form BEN-1 would be imposed a
fine ranging between Rs. 1,00,000 to Rs. 10,00,000; And for continuing offence,
an additional fine of Rs. 1000 for every default.
2. Companies not complying with respective norms would be
liable with a sum of Rs. 10,00,000 to
Rs.50,00,000 and for continuing offence, an additional fine of 1,000 for
every default.
What are the
mandatory attachment while Filing Form BEN-2
BEN-1 - Declaration under Section 90 is a mandatory
attachment.
Who shall sign the
Form? Whether Certification of professional is mandatory?
The Form must be signed by either the Director or CS of the
company and must also be certified by a practicing professional – Company
Secretary / Chartered Accountant / Cost Accountant in practice.
What is the fees
payable for filing the Form?
Applicable as per the Authorized capital of the Company.
Approximately Rs. 300 to Rs. 600. Minimum of 2 times additional Fees will be
payable if E-Form BEN-2 is filed beyond 30 days.
