Form BEN-2 is how a company reports its significant beneficial owners — the individuals who really sit behind corporate shareholders — to the ROC. An SBO is an individual holding, indirectly (or indirectly plus directly), at least 10% of the shares, voting rights or distributable dividend, or exercising significant influence or control. The SBO declares in BEN-1; the company files BEN-2 within 30 days of receiving it.
This is not paperwork the ROC ignores: adjudication orders in the lakhs exist for BEN-2 defaults, shareholders who ignore a company’s BEN-4 notice can have their shares frozen through NCLT, and the company itself carries penalties up to ₹5 lakh for not maintaining the trail.
Who counts as an SBO — the tracing rules
- The threshold: 10% of shares, voting rights or distributable dividend held indirectly (alone or with direct holdings), or significant influence or control. Purely direct individual shareholders are not SBOs — they are already on the register of members.
- Corporate member: the individual with a majority stake (over 50%) in that body corporate — or in its ultimate holding company — is the SBO.
- HUF member: the karta. Partnership member: the individual partner, or the majority-stake holder in a corporate partner.
- Trust member: the trustee (discretionary or charitable trusts), the beneficiaries (specific trusts) or the settlor (revocable trusts).
- Exempt holders: the IEPF Authority, government and government-controlled companies, and SEBI/RBI/IRDAI/PFRDA-regulated vehicles like mutual funds, AIFs, REITs and InvITs.
The company’s duties, not just the SBO’s
- Take active steps to find SBOs — issue BEN-4 notices to shareholders suspected of holding for someone else (reply due in 30 days).
- Maintain the SBO register (BEN-3), open to member inspection.
- File BEN-2 within 30 days of every BEN-1 — initial declarations, changes and cessations alike.
- Apply to NCLT where a BEN-4 recipient does not cooperate — the tribunal can freeze transfers, dividends and voting on those shares.
The holding-company shortcut
Where the member of the reporting company is its holding reporting company, no individual tracing is needed — the subsidiary files BEN-2 simply reporting the holding company’s CIN, using the form’s dedicated purpose option.
Fees and penalties
The filing fee is the ₹200–₹600 slab with the standard 2x–12x ladder. The penalties are the real teeth: an SBO who fails to declare faces ₹50,000 plus ₹1,000 per day (capped at ₹2 lakh) under section 90(10); a company failing to file BEN-2 or maintain the register faces ₹1 lakh plus ₹500 per day (capped at ₹5 lakh), with every officer in default at ₹25,000 plus ₹200 per day (capped at ₹1 lakh) under section 90(11). ROCs have passed multi-lakh orders on exactly this.
How to file BEN-2 on MCA V3
- Map the shareholding chains, issue BEN-4 notices where needed, and collect BEN-1 declarations.
- Record the declarations in the BEN-3 register.
- Log in to MCA V3 → Company e-Filing → BEN-2; choose the purpose — initial declaration, change, cessation, or the holding-company report.
- Enter each SBO’s details, the nature of the indirect holding and the percentages; attach the BEN-1(s).
- Affix the DSC of the director or KMP with professional certification, submit, upload the DSC PDF within 15 days of the SRN and pay.
Verified against the Companies Act, 2013 / LLP Act, 2008, MCA rules and circulars as of 31 July 2026. Your exact position depends on your entity and any circulars MCA issues — we confirm it for you, and always recommend checking the official MCA portal. CapEasy is a private consultancy and is not affiliated with any government authority. This page is a guide, not legal advice.