What is BEN 2 - Lets Understand MCA vide General Circular has extended the due date of filling of form BEN -2 till 30th September 2019.
What is e-form BEN-2?
The e-form BEN-2 is the prescribed form released by the ministry of corporate affairs vide notification dated 8th February 2019, wherein every company has to file a return to the ROC for following purposes.
1. For declaration of significant beneficial ownership under section 90
2. For change in significant beneficial ownership
3. For declaration of holding reporting company
Who is the Significant Beneficial Owner?
In relation to a reporting company means an individual referred to in sub-section (1) of section 90, who acting alone or together, or through one or more persons or trust, possesses one or more of the following rights or entitlements in such reporting company, namely:
- Holds more than 10% of shares
- Holds more than 10% of the voting rights in shares
- Participate in more than 10% of total distributive dividend
- Exercise significant influence or control, other than direct holdings
ONUS OF MAKING THE DECLARATION
The individual holding significant beneficial interest by virtue of holding shares or voting rights or right to distributable dividend or exercising significant influence was required to furnish the declaration in Form No. BEN-1 within 90 days of February 8, 2019 and thereafter in case of any change, to the reporting company. Herein, the onus lies on the individual to come forward and submit the declaration. The reporting companies on the other hand were required to give notice to members (other than individual) holding 10% or more of participating interest [either of shares, voting rights, or right to receive or participate in the dividend or any other distribution], seeking information about the individual who is significant beneficial owner in the reporting company in Form BEN-4.
It is pertinent to note that the obligation of the individual to self-declare his significant beneficial holdings and the obligation of the company to send notice seeking information from members in terms of Rule 2Aare independent obligations.
Intimation To The Roc By The Reporting Entity?
As per the SBO Rules as amended from time to time, the declaration of beneficial interest is required to be filed in e- Form BEN-2 with the Registrar in respect of such declaration, within a period of thirty days from the date of receipt of declaration by the company.
With the deployment of e-Form BEN -2 vide Companies (Significant Beneficial Owners) Second Amendment Rules, 2019,the Companies shall be required to intimate the same to the Registrar within 30 days of its deployment.
Companies are facing difficulty in identification of SBO in view of complex structures. Until receipt of declaration in Form BEN-1, companies will not be able to file e Form BEN-2.
LIST OF REQUIRED INFORMATION TO BE FILLED ON FORM BEN-1
- Declaration by the beneficial owner who holds or acquires significant beneficial ownership in shares
- Name of the company where a member is holding majority stake in a company indirectly
- Name of the Significant Beneficial Owner(Given name and last Name)
- Address and Email id
- Date of Birth/Age
- Father’s/Mother’s/Spouse’s name
- Occupation
- Nationality
- Passport No.(in case of foreign national)
- Nature of indirect holding or exercise of right in the reporting company through member of the reporting company
- Nature of indirect holding or exercise of right in the reporting company:
- By virtue of shares
- By virtue of voting rights in shares
- By virtue of rights on distributable dividend or any other distribution
- By virtue of exercise of control (attach copy of agreement)
- By virtue of exercise of significant influence (attach copy of agreement)
Whether Significant Beneficial owner has any direct holding or right in the reporting company
- By virtue of shares
- By virtue of voting rights in shares
- By virtue of rights on distributable dividend or any other distribution
- By virtue of exercise of control (attach copy of agreement)
- By virtue of exercise of significant influence (attach copy of agreement)
Note: Due Data for Filing of BEN-2 is 30th September 2019.
CONSEQUENCES OF NON-FILING
Section 90(11) of the Act, 2013 provides for penal provisions for the failure of the part of the company and every officer in default in complying with the provisions of Section 90(4) i.e. filing of the above return and changes therein with the Registrar with a fine:-
For company and every officer in default:- Rs. 10 Lakhs – Rs. 50 Lakhs
For Continuing default: – Upto Rs. 1000 for every day after first day of failure