The Ministry of Corporate Affairs (MCA) has issued the Companies (Significant Beneficial Owners) Rules, 2018 (SBO Rules) on 14th June, 2018. As per the said rule, every Company is required to provide for a declaration to the concerned Registrar of Companies (ROC) regarding the Significant Beneficial Owner in order to enable the Government authorities to track the actual shareholders of the Company having ownership therein.
Later, one more notification was issued on 8th February, 2019, sec 469 (1)(2) of the Companies Act, 2013 read with sec 90 of the Companies Act, 2013 whereby the Central Government amends the Companies (Significant Beneficial Owners) Rules, 2018 as Companies (Significant Beneficial Owners) Amendment Rules, 2019.
The major change in amendment was the definition of the Significant Beneficial owner. Under the Companies (Significant Beneficial Owners) Amendment Rules, 2019 the definition is given more precise and elaborated.
|Sr No||Forms under SBO Rules||Particulars of the Form and there purpose|
|1||Form BEN 1||Declaration by the beneficial owner who holds or acquires significant beneficial ownership in shares|
|2||eForm BEN 2||Return to the Registrar in respect of declaration under section 90|
|3||Form BEN 3||Register of beneficial owners holding significant beneficial interest|
|4||Form BEN 4||Notice seeking information about significant beneficial owners|
Form BEN 1 is applicable to all the Company having Significant beneficial Owner, whereby every Company is required to provide a declaration to the concerned Registrar of Companies (ROC) regarding the Significant Beneficial Owner within the specified due dates.
These rules shall not be made applicable to the extent the share of the reporting company is held by,-
As per the SBO Amendment Rules, 2019 following are some deadlines for filling the Forms with the concerned Registrar of Companies (ROC)
Basically the forms are divided into two categories
|Form BEN 1||90 days from the date of notification in official gazette i.e on or before May 8, 2019||Ever Individual who is a significant beneficial owner needs to file form BEN -1 as per revised format to the Reporting Company.|
|Form BEN 1||30 days on subsequently becoming Significant Beneficial Owners||Every individual, who subsequently becomes a significant beneficial owner, or where his significant beneficial ownership undergoes any change shall file a declaration in Form No. BEN-1 to the reporting company, within thirty days of acquiring such significant beneficial ownership or any change therein.|
Note: In case of change in interest within 90 days of notification of the Rules, period of 30 days will commence from the expiry of above mentioned 90 days period.
Following are the basic contents of Form BEN 1
|Name of the Significant Beneficial Owner (Given name and last Name)|
|Address and Email id|
|Date of Birth/Age|
|Father’s/ Mother’s/Spouse’s name|
|Passport No. (in case of foreign national)|