Form BEN-2: Meaning, Applicability, Due Date & Filing Process

Every company in India must disclose who actually owns and controls its business and financial interests. In some cases, the person listed as a shareholder may not be the real owner. To address this, the Companies Act, 2013 (Section 90) introduced the concept of Significant Beneficial Ownership (SBO).

To report such ownership, companies are required to file Form BEN-2 with the Registrar of Companies (ROC). The BEN-2 form is an event-based compliance, which must be filed within 30 days of receiving a declaration from the Significant Beneficial Owner (SBO). Failure to file Form BEN-2 on time may lead to penalties under Section 90 of the Companies Act, 2013.

Understanding the Form BEN-2 due date, applicability, and filing process is essential to maintain proper corporate compliance.

This guide explains everything about Form BEN-2, including its meaning, applicability, required documents, filing process, fees, penalties, and the 2024 amendment.

What is Form BEN-2? Its Meaning and Purpose

Form BEN-2 is an e-form filed by a company with the ROC to report the details of its Significant Beneficial Owners (SBO). It is filed under Section 90(4) of the Companies Act 2013 and Rule 4 of the Companies (Significant Beneficial Owners) Rules, 2018.

The company does not file BEN-2 on its own initiative. The SBO first declares its ownership of the company in Form BEN-1. After receiving BEN-1, the company must file Form BEN-2 with the ROC within 30 days.

To understand the process clearly, it is important to distinguish between the 3 BEN forms used under the law.

Form	Filed By	Purpose
BEN-1	Significant Beneficial Owner (SBO)	Declaration of SBO status submitted to the company
BEN-2	Company (Reporting Company)	Return filed with the ROC based on BEN-1 received
BEN-3	Company	Register of SBOs maintained by the company internally

This structured system ensures proper reporting, record maintenance, and regulatory transparency across companies. This requirement applies to all entities formed through Company Registration, ensuring transparency from the initial stage of incorporation.

Who is a Significant Beneficial Owner (SBO)?

A Significant Beneficial Owner (SBO) is an individual who, alone or together with others, directly or indirectly, holds certain rights or entitlements in a company beyond a defined threshold.

Under Section 90(1) and Rule 2(1)(h) of the SBO Rules, 2018, an individual qualifies as an SBO if they hold, indirectly or together with direct holdings:

• 10% or more of the total shares of the company
• 10% or more of the voting rights in the company
• Right to receive 10% or more of the total distributable dividend in a financial year
• The right to exercise significant influence or control over the company in any other manner

Important clarification: If an individual holds shares or rights directly in their own name, they do not qualify as an SBO. However, if the individual also holds indirect ownership along with direct holdings, SBO provisions apply. Form BEN-2 applies only when ownership exists through one or more indirect layers such as holding companies, trusts, partnership firms, or Hindu Undivided Families (HUF). 

This concept also becomes relevant when ownership flows through entities formed via LLP Registration, where partners may hold indirect control.

Example: An individual owns 60% of ‘Company A’. Company A holds 20% of ‘Company B’. The individual does not appear on Company B’s shareholder register. However, since the individual indirectly controls Company B through Company A, they qualify as an SBO of Company B.

Therefore, Company B must receive BEN-1 from that individual and file BEN-2 with the ROC.

Applicability of Form BEN-2 in India

Form BEN-2 applies to every company registered under the Companies Act 2013 that has one or more Significant Beneficial Owners. This includes private limited companies, public limited companies, and unlisted companies.

Who is Exempt from Filing BEN-2?

Rule 8 of the SBO Rules, 2018, exempts the following from the BEN-2 filing requirement:

• Investor Education and Protection Fund (IEPF) Authority: Shares held by the authority constituted under Section 125(5) of the Act
• Holding company of the reporting entity: If the member is the company’s own holding company. However, the details of the holding company must still be disclosed in Form BEN-2
• Central Government, State Government, or local authority
• Entities controlled by the Central or State Government
• SEBI-regulated investment vehicles: Shares held by mutual funds, Alternative Investment Funds (AIFs), Real Estate Investment Trusts (REITs), Infrastructure Investment Trusts (InvITs), and other SEBI-regulated entities

Due Date for Filing Form BEN-2

The BEN-2 form due date is strictly linked to the receipt of the BEN-1 declaration from the beneficial owner. Form BEN-2 is not an annual filing and applies only when a relevant event occurs. The compliance timeline works as follows:

Event	Timeline
SBO acquires significant beneficial ownership	SBO must file BEN-1 with the company within 30 days
Company receives BEN-1 from SBO	The company receives BEN-1 from SBO
Change in SBO details or ownership	SBO files revised BEN-1; company files BEN-2 again within 30 days

For initial compliance when the SBO Rules came into force, existing SBOs had 90 days to submit BEN-1. After this period ended, companies had 30 days to file Form BEN-2 with the Registrar.

The Ministry of Corporate Affairs introduced the Companies (Significant Beneficial Owners) Amendment Rules, 2024, on 15 July 2024 through Notification G.S.R. 404(E). This amendment substituted the existing Form BEN-2 with a new form designed for the MCA V3 portal.  The updated form allows companies to report changes in SBO details, replacement of existing SBOs, and updates in the reporting company structure. 

It also allows data submission through Excel upload or web-based form entry, which improves filing accuracy and efficiency.

Documents Required for Filing Form BEN-2

The MCA’s instruction kit for Form BEN-2 specifies that the primary mandatory attachment is the declaration received from the SBO in Form BEN-1. Additional supporting documents recommended for attachment include:

• Form BEN-1 declaration received from the SBO
• Board resolution authorising the filing of Form BEN-2
• Details of the shareholding structure showing the chain of indirect ownership
• PAN card of the SBO
• Passport of the SBO (for foreign nationals)
• Digital Signature Certificate (DSC) of the authorized director or company secretary

How to File Form BEN-2 on the MCA Portal? Step-by-Step Process 

Companies must follow a structured process to ensure the correct filing of Form BEN-2 on the MCA portal:

Step 1: Receive Form BEN-1 from the SBO

The company must first receive a duly filled and signed Form BEN-1 from the Significant Beneficial Owner. If no BEN-1 has been received but the company suspects an SBO exists, it must issue a notice in Form BEN-4 to the concerned member within 30 days of seeking the required information.

Step 2: Identify the Correct SBO and Verify the Ownership Chain

The company must verify the chain of indirect holdings. This includes examining whether any member holds 10% or more shares or voting rights indirectly through another body corporate, trust, HUF, or partnership. The identified SBO must be an individual, not a company or entity.

Step 3: Download and Fill out Form BEN-2

Log in to the MCA V3 portal at mca.gov.in using the company’s credentials. Download the latest e-Form BEN-2. Fill in the following details:

• Corporate Identification Number (CIN) of the reporting company
• Name, address, and PAN of the Significant Beneficial Owner
• Date on which the individual became an SBO
• Nature of the indirect holding (through which entity or trust)
• Percentage of shareholding, voting rights, or dividend entitlement
• Details of the member through whom indirect holding flows

Step 4: Attach Documents

Attach Form BEN-1 and the board resolution as mandatory documents. Any supporting ownership structure document should also be attached.

Step 5: Certify Using DSC

The form must be digitally signed using a valid DSC of a director of the company. For companies where a Company Secretary is appointed, the CS also certifies the form. The form requires certification by a Practicing CA, CS, or CMA.

Step 6: Upload the form on MCA Portal

Submit the completed form on the MCA portal and pay the applicable government filing fee based on the company’s authorized share capital.

After successful submission, the MCA system generates a unique SBO ID, aka the SRN, for the Significant Beneficial Owner.

Filing Fees for Form BEN-2

The government filing fee for Form BEN-2 depends on the company’s authorized share capital. Companies must pay the applicable fee at the time of submission on the MCA portal, as per the prescribed slab rates:

Authorized Share Capital	Normal Filing Fee
Up to ₹1 lakh	₹200
Above ₹1 lakh up to ₹5 lakh	₹300
Above ₹5 lakh up to ₹25 lakh	₹400
Above ₹25 lakh up to ₹1 crore	₹500
Above ₹1 crore	₹600

Fees for Late Filing of Form BEN-2

If Form BEN-2 is not filed within 30 days of receiving BEN-1, the company can still file it with additional fees. The late filing fee follows the standard multiplier structure under the Companies (Registration Offices and Fees) Rules, 2014:

Delay Period	Additional Fee
Up to 30 days	2 times the normal fee
More than 30 days up to 60 days	4 times the normal fee
More than 60 days up to 90 days	6 times the normal fee
More than 90 days up to 180 days	10 times the normal fee
Beyond 180 days	12 times the normal fee

Penalties for Non-Filing of Form BEN-2

Late filing with an additional fee is different from not filing at all. Section 90(10) and 90(11) of the Companies Act 2013 prescribe penalties for non-compliance:

Who Defaults	Penalty
Company and every officer in default	₹10 lakh to ₹50 lakh
Continuing default	₹1,000 per day until compliance

The ROC adjudicates these penalties and may impose significant financial consequences depending on the nature and duration of the default.

Common Mistakes to Avoid While Filing Form BEN-2

Companies often make errors while filing the BEN-2 form, which leads to penalties and compliance issues. You must identify these mistakes early and take corrective action to ensure accurate filing:

• Incorrect SBO identification: Treating only direct shareholders as potential SBOs and missing indirect ownership through holding companies, trusts, or partnership structures.

Solution: Companies must analyze the full ownership chain and identify individuals who hold or control at least 10% indirectly.

• Filing BEN-2 without a valid BEN-1: Form BEN-2 must correspond to an actual BEN-1 declaration. Filing without receiving BEN-1 first creates a procedural inconsistency.

Solution: Companies must first receive and verify BEN-1, then file the BEN-2 Form within the prescribed timeline.

• Assuming Exemptions Without Verification: Companies assume exemptions under Rule 8 apply automatically without verifying ownership structure and regulatory conditions.

Solution: Companies must carefully review exemption eligibility and maintain proper documentation before deciding not to file e-form BEN-2.

• Delayed Filing Beyond Due Date: Companies miss the BEN-2 form due date and delay filing beyond thirty days from receiving the BEN-1 declaration.

Solution: Companies must track timelines properly and file Form BEN 2 immediately to avoid additional fees and penalties.

Avoiding these mistakes helps companies maintain compliance, reduce regulatory risk, and ensure accurate reporting under the Companies Act, 2013.

How RegisterKaro Helps with Form BEN-2 Filing?

Identifying SBOs correctly requires a thorough analysis of the company’s shareholding structure, including all indirect layers of ownership. An incorrect identification or a missed filing can result in penalties of up to ₹50 lakh.

RegisterKaro assists companies with complete Form BEN-2 compliance and related regulatory requirements. We also offer Private Limited Company Registration services to help businesses establish the right legal structure from the very beginning.

Our team ensures the company remains compliant with the latest MCA requirements. Contact RegisterKaro today!

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