Companies Act 2013 · Rules · G.S.R. 561(E)
Companies (Significant Beneficial Owners) Rules, 2018
Who is a significant beneficial owner (SBO) under section 90, the declarations the SBO and the company must file (BEN-1, BEN-2), the company's register of SBOs (BEN-3), and the notice a company sends to find its SBOs (BEN-4).
Last checked: 27 October 2026 against the Ministry of Corporate Affairs consolidated rules text.
| Notification | G.S.R. 561(E) dated 13 June 2018 |
|---|---|
| Act sections | 90 |
| MCA forms | BEN-1, BEN-2, BEN-3, BEN-4 |
| Latest amendment | Companies (Significant Beneficial Owners) Amendment Rules, 2024 dated 15 July 2024 Substituted Form BEN-2. Source: MCA text + Gazette reports · 3 amending notifications shown in MCA's text |
The rules, one by one
Rule numbers and headings follow MCA's consolidated text. Rule 1 (short title) and rule 2 (definitions) are left out unless they matter in practice. The notes are a plain-English guide, not the rule text.
| Rule | Heading | What it says |
|---|---|---|
| 2 | Definitions | An SBO is an individual who, alone or with others and directly or indirectly, holds at least 10% of the shares, voting rights or distributable dividend, or has the right to exercise significant influence or control. Holdings through a company, LLP, partnership, trust or pooled vehicle are traced through. |
| 2A | Duty of the reporting company | The company must take steps to identify its SBOs, including sending a notice in BEN-4 to any non-individual member holding 10% or more. |
| 3 | Declaration of significant beneficial ownership | The SBO declares in BEN-1 to the company within 30 days of becoming an SBO or of any change. |
| 4 | Return of SBOs | The company files BEN-2 with the Registrar within 30 days of receiving a BEN-1 declaration. |
| 5 | Register of SBOs | The company keeps a register in BEN-3, open to members for inspection. |
| 6 | Notice seeking information | A notice in BEN-4 asks a person for SBO information. The reply is due within 30 days. |
| 7 | Application to the Tribunal | If information is not given or is unsatisfactory, the company may apply to the NCLT to restrict the shares (for example, freezing transfers, dividend or voting). |
| 8 | Non-applicability | The rules do not apply to the extent shares are held by the IEPF Authority, a holding reporting company (whose details go in BEN-2), the Central or a State Government or a local authority, government-controlled companies and bodies, SEBI-registered investment vehicles (mutual funds, AIFs, REITs, InvITs), and investment vehicles regulated by RBI, IRDAI or PFRDA. |
Related
- Section 90 explainer (significant beneficial owners)
- All Companies Rules · Companies Act 2013 ready reckoner
Other rules explained in detail: Incorporation Rules · Share Capital and Debentures Rules · Acceptance of Deposits Rules · Management and Administration Rules · Accounts Rules · Audit and Auditors Rules · Appointment and Qualification of Directors Rules · Meetings of Board and its Powers Rules · Prospectus and Allotment of Securities Rules · Registration of Charges Rules · CSR Policy Rules · Managerial Personnel Rules · Compromises, Arrangements and Amalgamations Rules · Strike-off (Removal of Names) Rules · Registration Offices and Fees Rules
Sources: Ministry of Corporate Affairs, Acts & Rules e-book (consolidated rules with amendment notes), and the Gazette of India notifications named on this page. This page is a plain-English guide, not the text of the rules. Check the current rule on the MCA portal before relying on it.