File BEN explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
To file BEN-2, the individual who is a significant beneficial owner first submits Form BEN-1 to the company within 30 days; the company records it in the BEN-3 register and files Form BEN-2 with the ROC within 30 days of receipt, under Section 90 of the Companies Act, 2013 and the SBO Rules, 2018.
Overview
The significant beneficial owner (SBO) framework identifies the natural persons who ultimately own or control a company, even where shares are held through layers of entities. Form BEN-2 is the company's return to the ROC declaring those individuals.
When It Is Required & Legal Basis
Section 90 of the Companies Act, 2013, read with the Companies (Significant Beneficial Owners) Rules, 2018, requires every reporting company to identify individuals who hold 10% or more of shares, voting rights, or dividend/distribution rights, or who exercise significant influence or control. Such individuals must declare in Form BEN-1 and the company reports them in BEN-2.
Step-by-Step Process
- Identify SBOs. Examine the ownership chain to find natural persons meeting the 10% / significant-influence test, including indirect holdings.
- Collect BEN-1. Obtain the BEN-1 declaration from each SBO within 30 days of them becoming an SBO or of any change.
- Update the BEN-3 register. Enter the SBO details in the Form BEN-3 register of significant beneficial owners.
- Prepare BEN-2. Fill Form BEN-2 with the SBO's particulars and nature of holding based on the BEN-1.
- Certify and file. Get BEN-2 digitally signed and certified by a practising professional and file with the ROC within 30 days of receiving BEN-1.
- Send BEN-4 if needed. Where an SBO fails to declare, serve notice in Form BEN-4 and, if unresolved, approach the NCLT.
Forms, Attachments & Fees
| Form | Purpose | Timeline |
|---|---|---|
| BEN-1 | SBO's declaration to the company | Within 30 days of becoming SBO |
| BEN-2 | Company's return to the ROC | Within 30 days of receiving BEN-1 |
| BEN-3 | Register of significant beneficial owners | Maintained continuously |
| BEN-4 | Notice by company seeking information | When SBO fails to declare |
MCA fee on BEN-2 follows the standard slab (roughly ₹200 to ₹600), with additional fees for late filing.
Timeline & Due Dates
The two 30-day windows are the core deadlines — 30 days for the SBO to file BEN-1, and 30 days for the company to file BEN-2 thereafter. Any change in beneficial ownership restarts both timelines.
Penalty for Delay / Non-compliance
Under Section 90(10) and 90(11), an individual who fails to declare SBO status can face a penalty up to ₹50,000, with ₹1,000 per day for continuing default. A company failing to maintain the register or file BEN-2 is liable to a penalty of ₹1,00,000, and up to ₹500 per day of continuing default, with officers in default similarly liable.
Practical Tips
- Map the full ownership chain including trusts, LLPs and foreign entities — indirect holdings are the usual trap.
- Keep BEN-1 declarations on file even where they conclude "no SBO", to evidence due diligence.
- Refresh the analysis whenever there is a share transfer or restructuring in the group.