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Form BEN 2 Return to Registrar 

The Ministry of Corporate Affairs (MCA) has issued Companies (Significant Beneficial Owners) Rules, 2018 (SBO Rules) on 14^th June, 2018. As per the said rule, every Company is required to provide for a declaration to concerned Registrar of Companies (ROC) regarding Significant Beneficial Owner in order to enable Government authorities to track actual shareholders of the Company having ownership therein. BEN-2 is filing by company for declaration Under Section 90.

Later, one more notification was issued on 8^th February, 2019, sec 469 (1)(2) of Companies Act, 2013 read with sec 90 of Companies Act, 2013 whereby Central Government amends Companies (Significant Beneficial Owners) Rules, 2018 as Companies (Significant Beneficial Owners) Amendment Rules, 2019.

Amendment to Section 89 and 90 is key amendments brought in by the Companies (Amendment) Act, 2017

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Applicability of Form BEN 2

Forms Under (Significant Beneficial Owners) Amendment Rules, 2019

Sr No	Forms under SBO Rules	Particulars of Form and there purpose
1	Form BEN 1	Declaration by beneficial owner who holds or acquires significant beneficial ownership in shares
2	eForm BEN 2	Return to 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

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Applicability of Filing of Form BEN 2

Every Company, upon receipt of declaration in Form BEN 1, reporting Company shall file a return to Registrar in respect of declaration under section 90 in Form BEN 2.

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Non Applicability Form BEN 2 of SBO, Amendment Rules, 2019

These rules shall not be made applicable to the extent the share of the reporting company is held by,-

• (a) the authority constituted under sub-section (5) of section 125 of Act;
• (b) its holding reporting company:
• Provided that details of such holding reporting company shall be reported in Form No. BEN-2.
• (c) the Central Government, State Government or any local Authority;
• (d) (i) a reporting company, or
• (ii) a body corporate, or
• (iii) an entity, controlled by Central Government or by any State Government or Governments, or partly by Central Government and partly by one or more State Governments;
• (e) Securities and Exchange Board of India registered Investment Vehicles such as mutual funds, alternative investment funds (AIF), Real Estate Investment Trusts (REITs), Infrastructure Investment Trust (InVITs) regulated by Securities and Exchange Board of India,
• (f)Investment Vehicles regulated by Reserve Bank of India, or Insurance Regulatory and Development Authority of India, or Pension Fund Regulatory and Development Authority.

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Due Date for Filling form BEN 2

As per SBO Amendment Rules, 2019 following are some deadlines for filling Forms with concerned Registrar of Companies (ROC)

Basically forms are divided into two categories

1. One time Filling under SBO, Rules
2. Regular Filling

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One Time Filling under SBPO, Rules

Form	Due Date	Particulars
Form BEN 2	30 days from receipt of BEN-1 by the Company	Upon receipt of declaration by the Company in form BEN-1, the Company is required to file eForm BEN-2 with ROC.

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Regular Filling of Form BEN 2

Form	Due Date	Particulars
Form BEN 2	30 days from receipt of BEN-1 by the Company.	Upon receipt of declaration by the Company in form BEN-1, the Company is required to file eForm BEN-2 with ROC.

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Contents of Form BEN 2

Following are some basic major contents of Form BEN 2

1. Corporate Identity Number (CIN) of company
2. Name of Company, Registered Office Address of Company, Email ID
3. Purpose of Filling Form
4. Number of Members through whom indirect holding or right in reporting company is being exercised.
5. Details of the Member
6. Particulars of Members
7. Details of SBO
8. Particulars of the Significant Beneficial Owner

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Documents required in Form BEN 2

1. Declaration under Section 90
2. Optional attachment if any

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