Company · Ownership
An entity owns our shares — who counts as the 'significant beneficial owner'?
The short answer
When an entity holds your shares, the law looks through that entity to identify the individual significant beneficial owner — someone holding at least 10% in shares, voting rights, or distribution rights, or exercising significant influence, under Section 90 and the SBO Rules 2018. That individual must file BEN-1 within 30 days of acquiring or changing significant beneficial ownership. The company then files BEN-2 within 30 days of receiving BEN-1, and maintains the BEN-3 register.
What gets filed with MCA
Within 30 days of acquiring significant beneficial ownership, or within 30 days of any change.
Section 90(1), Companies Act 2013; Companies (Significant Beneficial Owners) Rules 2018
Within 30 days of receiving the BEN-1 declaration from the SBO.
Section 90(4), 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.
Company's register of significant beneficial owners
Section 90(2), Companies Act 2013
Company's notice seeking SBO information from members it believes hold for others
Section 90(5), Companies Act 2013
The sequence
- 1Identify individuals who hold at least 10% through entities — shares, voting rights, or distribution rights — or exercise significant influence
- 2Issue BEN-4 notice to members you believe hold shares for others, if information is missing
- 3Collect BEN-1 declarations from each significant beneficial owner within 30 days of acquisition or change
- 4File BEN-2 with the Registrar within 30 days of receiving each BEN-1
- 5Maintain the BEN-3 register of significant beneficial owners on paper
Do it with us — or check it yourself first
Questions founders actually ask
What is the threshold for a significant beneficial owner?
An individual holding at least 10% in shares, voting rights, or distribution rights, or exercising significant influence — looked through entities under Section 90 and the Companies (Significant Beneficial Owners) Rules 2018.
What if a corporate entity holds our shares?
Section 90 requires looking through entities to the individual behind them. If the company suspects a member holds for someone else, it can issue a BEN-4 notice under Section 90(5) to obtain the information.
What are the filing deadlines for SBO compliance?
The SBO files BEN-1 within 30 days of acquiring significant beneficial ownership or any change, under Section 90(1). The company files BEN-2 within 30 days of receiving the BEN-1 declaration, under Section 90(4).
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.