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.
Primary sources
The dates and fees on this page are read off the statute and the MCA’s own published forms, not copied from other guides. You can check every one of them:
- General Clauses Act, 1897 — section 9 (commencement and termination of time)
- Companies Act, 2013 — full text (India Code)
- MCA — company forms and downloads
- MCA — official portal
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 notifications or circulars issued since — 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.