Form MGT-6: Complete Guide to Declaration of Beneficial Interest in Shares (Section 89)
Form MGT-6 is the web form filed by a company with the Registrar of Companies to record a declaration under Section 89 — where a person’s name is entered in the register of members as a shareholder but they do not hold the beneficial interest in those shares, or where a person holds beneficial interest in shares not registered in their name, or where there is a change in a beneficial interest already declared. It is governed by Section 89(6) of the Companies Act, 2013 read with Rule 9(3) of the Companies (Management and Administration) Rules, 2014.
Who Should File MGT-6 / When is it Filed
The company must file MGT-6 upon receiving a declaration from either:
- The registered owner (whose name appears in the register of members but who does not hold beneficial interest), or
- The beneficial owner (who holds beneficial interest in shares registered in someone else’s name)
— or upon any change in beneficial interest already declared.
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
- Either ‘Father’s Name/Husband’s Name’ or ‘Name of the authorised person’ must be provided for the registered holder
Step-by-Step Filing Process
- Login to MCA portal → MCA Services → Company e-Filing → Compliance Services
- Access “Form MGT-6 (Return to the Registrar in respect of declaration under section 89 received by the company)”
- 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 2: Number of Registered Owners
Mandatory to specify the number of registered owners for whom the declaration is being filed.
Field 3: Distinctive Numbers of Shares
The “To” value must be equal to or greater than the “From” value entered for the same block of shares.
Field 4: Identity Details of the Beneficial/Registered Owner
Where nationality is India, PAN is mandatory (passport optional); where nationality is other than India, Passport number is mandatory (PAN optional). The same identity value cannot be used for both the beneficial owner and the registered owner.
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 MGT-6 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 triggers an MGT-6 filing — the company or the shareholder? The individual (registered owner or beneficial owner) first files a declaration with the company under Section 89; the company then files MGT-6 with the RoC based on that declaration.
Q2. Can PAN and Passport both be left blank? No — PAN is mandatory for Indian nationals and Passport is mandatory for foreign nationals (the other being optional in each case).
Q3. Is MGT-6 processed automatically? Yes, it is processed in STP mode with no resubmission facility.
Q4. What if father’s name is not available for the registered holder? The ‘Name of the authorised person’ field can be provided instead — one of the two is mandatory.
Q5. What happens if MGT-6 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 MGT-6 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 MGT-6 and resources available on the MCA website.