by CA V. Viswanathan
FCA, ACS, CFE, Registered Valuer (S&FA) | Since 2012
Identify Significant Beneficial Owners under Section 90 of the Companies Act, 2013. Add each shareholder's details to check who qualifies as an SBO and understand BEN-1/BEN-2 filing requirements.
Section 90 of the Companies Act 2013 read with the SBO Rules 2018 (as amended) requires every reporting company to identify Significant Beneficial Owners — individuals who hold (directly or indirectly through layered structures) at least 10% of the company's shares, voting rights, distribution rights, or who exercise significant influence/control.
Compliance steps: (a) Identification of SBOs by the reporting company through reasonable steps including BEN-4 enquiry letters to members; (b) BEN-1 declaration submitted by each SBO; (c) BEN-2 filing by the company with ROC within 30 days of receipt of BEN-1; (d) BEN-3 register maintenance; (e) annual review embedded in the MGT-7 annual return process.
Penalties: ₹10 lakh on company, daily continuing penalty up to ₹50 lakh, ₹2 lakh on every officer in default. Most importantly — BEN-3 freezing of shares of unidentified SBOs.
This checker helps determine whether an individual qualifies as SBO and the documentation required. For multi-layer ownership structures (foreign holdcos, trusts, LP-LP chains), consult CA V. Viswanathan at +91 99622 60333.