Brief about BEN requirement
It is requirement of disclosure of beneficial ownership in share by shareholder/member to company and company to ROC
Governing laws
Section 90 (4) of the companies Act 2013
Every company shall file a return of significant beneficial owners of the company and changes therein with the Registrar containing names, addresses and other details in BEN-1 within 30 Days from the date of receipt of declaration by company
Rule 3 and 4 of the Companies (Significant Beneficial Owners) Rules, 2018
1.Every SBO (significant beneficial owner) shall file a declaration in Form No. BEN-1 to the company in which he holds the significant beneficial ownership on the date of commencement of these rules within ninety days from such commencement and within thirty days in case of any change in his significant beneficial ownership.
“Analysis:- SBO holding beneficial share as on date of commencement of Rule and there after any sale or purchase of share”
2. Every individual, who, after the commencement of these rules, acquires significant beneficial ownership in a company, shall file a declaration in Form No. BEN-1 to the company, within thirty days of acquiring such significant beneficial ownership or in case of any change in such ownership.
“Analysis:- Shareholder acquired share after commencement of the Rule and there after any sale purchase of share”
Applicability of Provision
This apply to every company except Government company
Non Applicability
These rules are not made applicable to the holding of shares of companies/body corporates,
- in case of pooled investment vehicles/investment funds such as Mutual Funds,
- Alterative Investment Funds (AIFs),
- Real Estate Investment Trusts(REITs) and
- Infrastructure Investment Trusts (InvITs)
Which are regulated under SEBI Act
Requirement
- Company Details
- Purpose of filing
- Member/shareholder details
- Declaration in BEN-1
Time Limit of filing
Within 30 days from the date of receipt of Declaration
Fee
As per fees as prescribed in companies (Registration offices and fees) Rules, 2014.
Certification
By CA or CS or CWA
Auto approval
The eForm will be auto approved (STP).
What if person holding beneficial interest does not disclosed to fails to disclose Section 90 (10)
then he shall be liable for
- Imprisonment which may be extended to one year OR
- with fine not less than Rs. 1 lakh but may be extended to Rs. 10 Lakh OR
- with BOTH
Further in case of continuous default fine may be extended to Rs. 1000 per day
If person furnishing will full false, incorrect information or suppress any information which is liable for disclosure pursuant to section 90 of the companies Act shall be liable for action u/s 447 of the companies Act
If Company fails to file information to MCA Section 90(11)
Then the company along with all officer of the company who is in such default shall be liable for
- fine not less than Rs. 10 lakh which may be extended to Rs. 50 Lakh
further in case of continuous default fine may be extended to Rs. 1000 per day