Company · Ownership
The person on our register isn't the real owner of the shares — what filings?
The short answer
When the person on your register of members is not the real owner, both parties must declare — the registered owner files MGT-4 under Section 89(1), and the person with the beneficial interest files MGT-5 under Section 89(2). The company then files MGT-6 with the Registrar within 30 days of receiving those declarations, under Section 89(6).
What gets filed with MCA
Company's return of the section 89 declarations to the Registrar within 30 days
Section 89(6), Companies Act 2013
The paperwork nobody tells you about
Statutory formats that never touch the MCA portal — but an ROC inspection or due diligence will ask for every one of them.
Declaration by the registered owner who does not hold beneficial interest
Section 89(1), Companies Act 2013
Declaration by the person who holds the beneficial interest
Section 89(2), Companies Act 2013
The sequence
- 1Obtain MGT-4 from the registered owner who does not hold the beneficial interest
- 2Obtain MGT-5 from the person who holds the beneficial interest in the shares
- 3File MGT-6 with the Registrar within 30 days of receiving the declarations
- 4Update the register of members to reflect the declared arrangement
Do it with us — or check it yourself first
Questions founders actually ask
Who files what when the register name is not the real owner?
The registered owner files MGT-4 under Section 89(1). The person with the beneficial interest files MGT-5 under Section 89(2). The company files MGT-6 with the Registrar under Section 89(6).
How quickly must we file MGT-6?
The company must file MGT-6 with the Registrar within 30 days of receiving the Section 89 declarations, under Section 89(6) of the Companies Act 2013.
Is this different from SBO compliance under Section 90?
Yes. Section 89 covers registered versus beneficial ownership — MGT-4, MGT-5, and MGT-6. Section 90 covers significant beneficial owners at the 10% threshold through BEN-1, BEN-2, and the BEN-3 register.
Last verified 2026-08-24 against MCA V3 records and ICSI reference material. Form-level deadlines and penalties live on the linked form pages and update there.