Form BEN-2: Complete Guide to Return of Declaration Under Section 90 (Significant Beneficial Ownership)
Form BEN-2 is the web form filed by a reporting company with the Registrar of Companies upon receipt of a declaration from an individual who is, or becomes, a Significant Beneficial Owner (SBO), or where an SBO’s beneficial ownership changes. It is governed by Section 90(4) of the Companies Act, 2013 read with Rules 4 and 8 of the Companies (Significant Beneficial Owners) Rules, 2018.
Who Should File BEN-2 / When is it Filed
- On receipt of a declaration under Section 90 from an individual who is or becomes a Significant Beneficial Owner
- On any change in the significant beneficial ownership already declared
- For declaration of the holding reporting company (where applicable)
Important Checkpoints Before Filing
- Applicant must be registered on the MCA portal, and the company must have a valid CIN
- Signatories must have an approved DIN or valid PAN/Membership number; DIN must not be flagged for disqualification
- Business user must be associated with, or authorised by, the company to e-file on its behalf
- DSC must be valid, non-expired, non-revoked, and registered against the DIN/PAN/Membership number provided
- Maximum 10 SBOs can be covered per filing, even if multiple purposes are selected
- An SBO ID generated in association with an LLP is not valid for a company — a new Company SBO ID (or V2 Company SBO ID) must be used
Step-by-Step Filing Process
- Login to MCA portal → MCA Services → Company e-Filing → Compliance Services
- Access “Form No. BEN-2 (Return to the Registrar in respect of declaration under section 90)”
- Enter/search/select Company Information
- Fill up the application
- Optionally save as draft
- Submit the webform and note the SRN
- Affix DSC
- Upload the DSC-affixed PDF on MCA portal
- Pay Fees (within the standard upload/payment windows)
- Receive acknowledgement
Field-Level Instructions
Field 4(a)/(b): CIN of the Holding Reporting Company
Enabled and mandatory only where ‘For declaration of holding reporting company’ is selected as the purpose; the CIN must be valid, active, and not that of an OPC.
Field 5(a)(i): Number of Significant Beneficial Owners
Mandatory where ‘For declaration of Significant Beneficial Ownership under Section 90’ is selected; must not exceed 10. SBOs are auto-numbered SBO1, SBO2, etc.
Signing Requirements
- Digitally signed by an authorised signatory with an approved DIN/PAN/Membership number
- No separate professional certification is required beyond the standard signatory declaration
Fee Structure
Normal Fee — Companies with Share Capital
| Nominal Share Capital (INR) | Fee (INR) |
|---|---|
| Less than 1,00,000 | 200 |
| 1,00,000 to 4,99,999 | 300 |
| 5,00,000 to 24,99,999 | 400 |
| 25,00,000 to 99,99,999 | 500 |
| 1,00,00,000 or more | 600 |
Companies without share capital: ₹200
Additional (Delay) Fee
| Period of Delay | Additional Fee |
|---|---|
| Up to 30 days | 2× normal fee |
| More than 30 up to 60 days | 4× normal fee |
| More than 60 up to 90 days | 6× normal fee |
| More than 90 up to 180 days | 10× normal fee |
| More than 180 days | 12× normal fee |
Processing Mode
Form BEN-2 is processed in STP mode — taken on record electronically without further processing. There is no provision for resubmission.
Useful Links
Frequently Asked Questions (FAQs)
Q1. Who is required to file BEN-2? The reporting company, upon receiving a valid declaration of significant beneficial ownership (or a change in it) from an individual SBO.
Q2. How many SBOs can be covered in one BEN-2 filing? A maximum of 10 significant beneficial owners, regardless of how many purposes are selected.
Q3. Can an LLP’s SBO ID be reused for a company filing? No — a new SBO ID (or V2 Company SBO ID) must be generated specifically for the company.
Q4. Is BEN-2 processed automatically? Yes, it is processed in STP mode with no resubmission facility, so accuracy at submission is essential.
Q5. What happens if BEN-2 is filed late? Additional fee applies on a sliding scale from 2 times up to 12 times the normal fee, depending on the delay period.
Disclaimer
This article is based on the official Instruction Kit for Form BEN-2 published by the Ministry of Corporate Affairs (MCA), Government of India. While every effort has been made to ensure accuracy, the content is intended for general guidance purposes only. MCA forms, rules, and fee structures are subject to change through amendments to the Companies Act, 2013 or notifications issued thereunder.
In case of any inconsistency or doubt, readers are advised to refer to the official MCA access page for BEN-2 and resources available on the MCA website.