The Ministry of Corporate Affairs (“MCA”) issued a revised version of the Form BEN-2 (Return to the Registrar in respect of declaration under section 90), by introducing the Companies (Significant Beneficial Owners) Second Amendment Rules, 2019, which is effective 1^st July, 2019.

The revised version of Form BEN-2 has been updated with a table in it, which will depict the details of members through whom indirect holding or right in reporting company is being exercised by each significant beneficial owners.

Background:

Section 90 (Investigation of Beneficial Ownership of shares in certain cases) of the Companies Act, 2013 (“Act”) was notified on 1 April, 2014. As per Section 90 of the Act, every individual who is acting alone or together, or through one or more persons or trust, including a trust and persons resident outside India, holds beneficial interests, of not less than twenty-five percent or such other percentage as may be prescribed, in shares of a company or the right to exercise, or the actual exercising of significant influence or control over the company, will be required to provide a declaration to such company specifying the nature of his interest and other particulars regarding the shareholding.

Any change in particulars of shareholding will also be required to be intimated to the Registrar of Companies by the respective companies after receiving such intimations in the form of declarations filed by such shareholders to respective companies. The Ministry, thus, framed Rules for meeting the requirements under Section 90 of the Act. The Rules state that “significant beneficial owner” means an individual referred to in Section 90 holding ultimate beneficial interest of not less than ten percent and whose name is not entered in the register of members of a company as the holder of such shares.

Accordingly, the MCA has requested all stakeholders to check for the latest version of the form before filing.

Source: Ministry of Corporate Affairs

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