MCA Form Guide
BEN-4 — Significant Beneficial Owner — Notice to Shareholders
Quick answer: Notice issued by the company to shareholders, members, or debenture holders seeking information on beneficial ownership when the company believes an SBO exists but no declaration has been received. Not an MCA filing — BEN-4 is a company-to-person notice. The person must give the information within 30 days of the notice (s.90(6)); if not, the company applies to the Tribunal within 15 days of expiry (s.90(7)). Failure to act on BEN-4 can lead to the company seeking NCLT restrictions on rights attached to those shares.
Quick answer
These filings sit at the intersection of MCA, FEMA, or foreign reporting. They usually require more care because the company is dealing with capital, beneficial ownership, or foreign exchange reporting. Companies investigating beneficial ownership — served on any person the company believes holds significant beneficial ownership without making a declaration, and in all cases on any member (other than an individual) holding not less than 10% of its shares, voting rights or dividend rights (Rule 2A(2), Companies (Significant Beneficial Owners) Rules 2018). For most founders, the fastest way to stay compliant is to map the filing trigger, gather the documents once, and then submit with the correct digital sign-off.
Who must file
Companies investigating beneficial ownership — served on any person the company believes holds significant beneficial ownership without making a declaration, and in all cases on any member (other than an individual) holding not less than 10% of its shares, voting rights or dividend rights (Rule 2A(2), Companies (Significant Beneficial Owners) Rules 2018).
When to file
Not an MCA filing — BEN-4 is a company-to-person notice. The person must give the information within 30 days of the notice (s.90(6)); if not, the company applies to the Tribunal within 15 days of expiry (s.90(7)).
Penalty note
Failure to act on BEN-4 can lead to the company seeking NCLT restrictions on rights attached to those shares.
Filing portal
MCA portal at the official government filing system.
Evidence checklist
Investor documents, ownership declarations, and foreign remittance or asset records matter most.
How to file
- 1
Confirm whether BEN-4 is the correct filing for the event you are handling and that it matches the cross-border filing trigger.
- 2
Collect the supporting records that match BEN-4: Investor documents, ownership declarations, and foreign remittance or asset records matter most.
- 3
Prepare the form in the MCA portal, validate the entries against the company records, and make any final corrections before signing.
- 4
Upload the signed form, pay the applicable fee, and save the SRN and acknowledgement for audit tracking.
- 5
Store the filing evidence with your statutory records so the next cycle is faster and easier to review.
What this form is used for
Notice issued by the company to shareholders, members, or debenture holders seeking information on beneficial ownership when the company believes an SBO exists but no declaration has been received. These filings sit at the intersection of MCA, FEMA, or foreign reporting. They usually require more care because the company is dealing with capital, beneficial ownership, or foreign exchange reporting. The purpose is usually either annual disclosure, a one-off event filing, or a statutory update tied to corporate records or regulatory reporting.
FAQ and compliance context
Who usually files BEN-4?
Companies investigating beneficial ownership — served on any person the company believes holds significant beneficial ownership without making a declaration, and in all cases on any member (other than an individual) holding not less than 10% of its shares, voting rights or dividend rights (Rule 2A(2), Companies (Significant Beneficial Owners) Rules 2018).
What is the deadline for BEN-4?
Not an MCA filing — BEN-4 is a company-to-person notice. The person must give the information within 30 days of the notice (s.90(6)); if not, the company applies to the Tribunal within 15 days of expiry (s.90(7)).
What happens if BEN-4 is filed late?
Failure to act on BEN-4 can lead to the company seeking NCLT restrictions on rights attached to those shares.
Can the filing be tracked after submission?
Yes. Keep the SRN, acknowledgement, and final uploaded PDF in your records for audit and ROC follow-up.
Is BEN-4 a one-time or recurring filing?
This is a one-time filing tied to a specific corporate event. Once the event has occurred and the form is filed, it does not need to be refiled each year.
Which law or rule requires BEN-4?
Section 90(5), Companies Act 2013; Rule 2A(2), Companies (Significant Beneficial Owners) Rules 2018
Why this one matters
Check the timing early, since the filing window can be shorter and the penalty profile is often steeper than domestic compliance work.
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