BEN-2: Return to the ROC- Declaration Under Section 90

BEN-2: Return to the ROC- Declaration Under Section 90. Sections and provisions
E-Form BEN-2 is required to be filed under Section 90(4) of the Companies Act, 2013, and Rule 4 of the Companies (Significant Beneficial Owners) Rules 2018, which are reproduced for your reference.
Section 90(4): 
Every company shall file a return of significant beneficial owners of the company and changes therein with the Registrar containing names, addresses, and other details as may be prescribed within such time, in such form and manner as may be prescribed.
Rule 4: 
Upon receipt of the declaration under rule 3, the reporting company shall file a return in Form No. BEN-2 with the Registrar in respect of such declaration, within a period of thirty days from the date of receipt of such declaration by it, along with the fees as prescribed in companies (Registration offices and fees) Rules, 2014.
Purpose
Return to the Registrar in respect of declaration under section 90.
Timeline
As per rule 4 of the Companies (Significant Beneficial Owners) Rules, 2018, Form.No.BEN-2 shall be filed with the Registrar within 30 days from the date of receipt of Form.No.BEN-1.
As per the recent Notification dated 24th September 2019 by the Ministry of Corporate Affairs (MCA), the due date for filing Form.No.BEN-2 has been extended to 31st December 2019 without any additional fees or late fees.
Fees

Nominal Share Capital

Fee applicable

Less than 1,00,000

Rupees 200

1,00,000 to 4,99,999

Rupees 300

5,00,000 to 24,99,999

Rupees 400

25,00,000 to 99,99,999

Rupees 500

1,00,00,000 or more

Rupees 600

Additional Fees

Period of delays

All forms

Up to 30 days

2 times of normal fees

More than 30 days and up to 60 days

4 times of normal fees

More than 60 days and up to 90 days

6 times of normal fees

More than 90 days and up to 180 days

10 times of normal fees

More than 180 days

12 times of normal fees

Key Considerations
As per section 90(4) of the Companies Act 2013, Every company must file a return of significant beneficial owners of the company and changes therein with the Registrar containing names, addresses, and other details or information as may be prescribed within such time, in such form and manner as may be prescribed.
A significant beneficial owner is a person having a significant beneficial interest or influence in a share but whose name is not entered or registered in the register of members of a company as the holder of that share. As per Companies Act 2013, the word significant quantifies or signifies the holding of 10% or more of the ultimate interest in the company.
Details required to be filed in Form BEN-2

Following are the details required in filing Form.No.BEN-2

Corporate Identity Number (CIN) of the company

Name of the company

Registered Office Address and Email ID of the company

Purpose of filing the form

For the declaration of holding reporting company- CIN of the holding reporting company

For declaration of Significant Beneficial Ownership under Section 90 – Number of Significant Beneficial Owners for whom the form is being filed.

For Change in Significant Beneficial Ownership (SBO) under Section 90

Details of the Member in a way significant beneficial interest is being held or exercised either indirectly or together with any direct holding or right, such manner shall be any one or more of the following.

By shares %

Under voting rights in shares %

Under rights on distributable dividend or any other distribution %

Under the exercise of control (a copy of the agreement is required to be attached)

Under the exercise of significant influence (a copy of the agreement is required to be attached)

Or Details of the Member as listed below.

Type of Member

Corporate Identity Number(CIN) Foreign Company Registration Number (FCRN) Limited liability partnership Identification Number(LLPIN) or any other registration number

Name of the Member

Address of the Member.

Email ID of the Member

Date of entry or date of the register of the name in register u/s 88

Significant Beneficial Owner (SBO) status

The information regarding whether the Significant Beneficial Owner has the majority of stake in a member of the reporting company or Ultimate Holding Company of the member of the reporting company along with the details of the Corporate Identity Number (CIN) or FCRN or any other registration number and Name of the ultimate holding company.

The information regarding whether the Significant Beneficial Owner is a Partner of the member or holds a majority stake in the body corporate partner or holds a majority stake in the ultimate holding company of the body corporate partner along with the details of the Corporate Identity Number (CIN) or FCRN or any other registration number and Name of the ultimate holding company or body corporate partner.

Particulars of Significant Beneficial Owners such as:

Name

Father’s Name

Date of birth

Nationality

Whether SBO is a citizen of India

Income Tax PAN and Passport Number

Address of the SBO.

Email ID of the Significant Beneficial Owner

Date of acquiring Significant Beneficial Interest

Date of declarations under sub-section (1) of section 90

Date of receipt of the declaration by the company (Form.No.BEN-1)

Declaration under section 90 (Form.BEN-1) and any other documents or agreement if any

The declaration should be digitally signed by the authorized signatory and should be certified by the Chartered Accountant in practice cost accountant in practice or company secretary in practice.

MCA Help-Kit

BEN-2: Return to the ROC- Declaration Under Section 90

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