Instruction Kit for eForm BEN-2

(Return to the Registrar in respect of declaration under section 90)

Table of Contents

About this Document ...............................................................................................2

Part I – Law(s) Governing the eForm ....................................................................2
Section and Rule Number(s) ..................................................................................................................... 2
Purpose of the eForm ................................................................................................................................ 2
Part II – Instructions to fill the eForm ..................................................................3
Specific Instructions to fill the eForm BEN-2 at Field Level ................................................................... 3
Common Instructions to fill eForm........................................................................................................... 9
Part III - Important Points for Successful Submission ......................................11
Fee Rules................................................................................................................................................. 11
Processing Type ...................................................................................................................................... 11
SRN Generation ...................................................................................................................................... 12
Challan Generation ................................................................................................................................. 12
Email ....................................................................................................................................................... 12
Annexure A ............................................................................................................................................. 13

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 Instruction Kit for eForm BEN-2
(Return to the Registrar in respect of declaration under section 90)

About this Document

The Instruction Kit has been prepared to help you file eForms with ease. This documents provides
references to law(s) governing the eForms, instructions to fill the eForm at field level and common
instructions to fill all eForms. The document also includes important points to be noted for
successful submission.

User is advised to refer instruction kit specifically prepared for each eForm.

This document is divided into following sections:

Part I – Laws Governing the eForm
Part II – Instructions to fill the eForm
Part III – Important Points for Successful Submission

Click on any section link to refer to the section.

Part I – Law(s) Governing the eForm

Section and Rule Number(s)

eForm BEN-2 is required to be filed pursuant to Pursuant to Section 90(4) of the Companies Act,
2013 and Rule 4 of the Companies (Significant Beneficial Owners) Rules 2018, which are
reproduced for your reference.

Section 90(4):
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 as may be prescribed
within such time, in such form and manner as may be prescribed.

Rule 4:
Upon receipt of declaration under rule 3, the reporting company shall file a return in Form No.
BEN-2 with the Registrar in respect of such declaration, within a period of thirty days from the
date of receipt of such declaration by it, along with the fees as prescribed in companies
(Registration offices and fees) Rules, 2014.”.

Purpose of the eForm

Return to the Registrar in respect of declaration under section 90.

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 Instruction Kit for eForm BEN-2
(Return to the Registrar in respect of declaration under section 90)

Part II – Instructions to fill the eForm

Specific Instructions to fill the eForm BEN-2 at Field Level

Instructions to fill the eForm are tabulated below at field level. Only important fields that require
detailed instructions to be filled in eForm are explained. Self-explanatory fields are not discussed.

S. No/ Section Field Name Instructions

Name


1 (a) Corporate identity number Enter a Valid and ‘Active’ CIN of company
(CIN) of company having share capital.

Pre-fill button Click the Pre-fill button. System will

automatically display the name, address of the
registered office and the email ID of the
company.

In case email ID is not prefilled automatically,

then enter valid email ID.

3 Purpose of filing the form Select any one of the Radio buttons.

- For declaration of holding In case there is a holding company of the

reporting company company which is filing this form and such
holding company is also required to file the
form BEN-2, then the radio button
‘Declaration of holding reporting company’
needs to be selected and the CIN of such
holding company needs to be provided in the
form.
CIN of the holding reporting It is mandatory to enter in case radio button
company 'For declaration of holding reporting company'
is selected.
-For declaration of In case the form is filed for declaration of SBO
Significant Beneficial under Section 90, this radio button should be
Ownership under Section 90 selected.
Please note that a system generated SBO ID
shall be generated and shared for each SBO

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 Instruction Kit for eForm BEN-2
(Return to the Registrar in respect of declaration under section 90)

S. No/ Section Field Name Instructions

Name
given in the form except where an SBO ID is
already issued to an individual.
Number of Significant It is mandatory to enter the number of SBOs
Beneficial Owners for whom for whom this form is being filed for
the form is being filed declaration by the company.
Please note that the maximum number that can
be entered here is 9.
Each SBO shall be provided an SBO ID after
the successful processing of this form.
- For Change in Significant In case the form is being filed to update the
Beneficial Ownership under details of a previously reported SBO, this radio
Section 90 button shall be selected.
On selection of this radio button, related SBO
ID for which the change is being reported shall
be entered in the ‘Particulars of the SBO’
section in the form.
Table: The rows in the table shall be repeated
Column - Significant sequentially as SBO1, SBO2, SBO3 and so on
Beneficial Owner based on the number entered in 'Number of
Significant Beneficial Owners for whom the
form is being filed' when form is filed ‘For
Declaration of SBO under Section 90’.
In case the form is filed 'For Change in
Significant Beneficial Ownership under
Section 90', only one row with SBO1 shall be
displayed to enter the details of the SBO whose
details have to be updated.
Column - Number of Value entered can be equal to zero but less than
Members through whom 10.
indirect holding or right in Based on the number of members entered
reporting company is being
against each SBO, field (A) to (E) shall be
exercised
repeated sequentially as I, II, III and so on for
each member of SBO.
In case 0 is entered, section (A) to (D) shall be
disabled. Only section (E) relating to
'Particulars of the Significant Beneficial
Owner' shall be enabled.

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 Instruction Kit for eForm BEN-2
(Return to the Registrar in respect of declaration under section 90)

S. No/ Section Field Name Instructions

Name
SBO 1 I. Details of the first member related to SBO1
shall be entered below.
In case there are more than one member related
to say SBO1, then the second member details
shall be entered in SBO1 part II.
(A) Details of the Member
*Manner in in which Relevant check box(es) depicting the manner
significant beneficial interest in which significant beneficial interest is being
is being held or exercised held or exercised shall be selected and the
either indirectly or together
corresponding percentage of shares, if any
with any direct holding or
right (select one or more as need to be entered.
may be applicable)

Particulars of the Member

(a) Type of Member The type of member needs to be selected from
the list of drop down options.
(b) Corporate Identity In case Company or FCRN or LLP is selected
number(CIN) or Foreign in the drop down of ‘Type of Member’ above,
Company Registration it is mandatory to enter a valid and 'Active'
Number (FCRN)
CIN or FCRN or LLPIN respectively. Else any
or Limited liability
partnership Identification registration number may be entered.
number(LLPIN)
or any other registration
number
(c) to Name of the Member, All the details shall be pre-filled in case of
(e) Address and Email ID of the Company, FCRN or LLP.
Member In all other cases, all these details have to be
manually entered.
(f) Date of entry of name in The date of entry of name of the member in the
register u/s 88 register of members need to be entered here.

(B) Status of the SBO Status of the SBO shall be allowed as per the
'Type of Member' as follows:
Company - Individual
FCRN - Individual
LLP - Partner
Any other Body Corporate - Individual

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 Instruction Kit for eForm BEN-2
(Return to the Registrar in respect of declaration under section 90)

S. No/ Section Field Name Instructions

Name
HUF- Karta
Partnership Firm - Partner
Discretionary Trust - Trustee
Charitable Trust - Trustee
Specific Trust - Beneficiary
Revocable Trust - Settlor
Pooled Investment Vehicle (PIVs) - General
Partner/Investment manager/CEO of PIV
Entity controlled by PIV - General
Partner/Investment manager/CEO of PIV

(C) Whether individual (SBO) Select either of the radio buttons in case the
has majority stake in the ‘Status of the SBO’ is ‘Individual’.
Corporate Identity number Shall be mandatory to enter in case radio
(CIN) or Foreign Company button 'Ultimate Holding Company of the
Registration Number member of the reporting company' is selected.
(FCRN) or any other
In case CIN or FCRN is entered, it should be a
registration number
valid and 'Active' CIN or FCRN.
Name of the ultimate holding In case of CIN or FCRN is entered above, the
company name shall be Pre-filled. In case of other
registration number, the name shall be entered.

(D) Whether the individual Select any one of the radio buttons in case
(SBO): ‘Status of the SBO’ is ‘Partner’ to describe
how the SBO is related to the member.
Corporate Identity number Shall be mandatory to enter in case radio
(CIN) or Foreign Company button 'holds majority stake in the body
Registration Number corporate partner' or 'holds majority stake in
(FCRN) or any other
the ultimate holding company of the body
registration number
corporate partner' is selected.
Should be a valid and 'Active' CIN or FCRN.
Name of the body corporate In case of CIN or FCRN is entered above, the
partner / ultimate holding name shall be Pre-filled. In case of other
company registration number, the name shall be entered.

(E) Particulars of the Significant This section shall be enabled only once for
Beneficial Owner each SBO. The multiple blocks shall remain

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 Instruction Kit for eForm BEN-2
(Return to the Registrar in respect of declaration under section 90)

S. No/ Section Field Name Instructions

Name
disabled in case there are more than one
member against an SBO and only the last
section for each SBO shall be enabled.
ID of the Significant In case the form is filed ‘For Change in
Beneficial Owner Significant Beneficial Ownership under
Section 90’, ID of the SBO is mandatory to be
entered.
In case the form is filed ‘For declaration of
Significant Beneficial Ownership under
Section 90’, SBO ID shall be entered in case
the same has been generated and shared
already for that individual (SBO) who is
identified against their PAN/Passport.
In case already SBO ID is not generated for
that individual (SBO), this field shall not be
entered.

(a) to Name, Father’s name, Date All the details need to be mandatorily entered
(e) of Birth, Nationality, except in case the SBO ID is entered.
Whether Citizen of India In case SBO ID is entered, all these details
shall be Pre-filled and are non-editable.
(f) Income Tax PAN PAN is mandatory to be entered for all Citizens
of India. Once PAN is entered, click the Verify
PAN details button. Based on the Income tax
PAN, the name, father's name and DOB shall
be verified with the PAN records. In case the
details do not match, error message shall be
displayed.
In case SBO ID is entered, PAN shall be Pre-
filled and are non-editable.
(g) Passport Number Passport number is mandatory to be entered for
all non-Citizens of India.
In case SBO ID is entered, Passport Number
shall be Pre-filled and are non-editable.
(h) Address Enter the address of the Significant beneficial
Owner.

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 Instruction Kit for eForm BEN-2
(Return to the Registrar in respect of declaration under section 90)

S. No/ Section Field Name Instructions

Name
(i) Email ID of the Significant Enter the Email ID of the Significant
Beneficial Owner Beneficial Owner.
The SBO IDs that are generated shall be shared
on this email ID along with the company email
ID.
(j) Date of acquiring Significant Enter the date of acquiring Significant
Beneficial Interest Beneficial Interest by the SBO.
(k) Date of declarations under Enter the date of declaring the Significant
sub-section (1) of section 90 Beneficial Interest in form BEN-1.
(l) Date of receipt of the Enter the date of receipt of Form BEN-1 from
declaration by the company the SBO by the company.
(m) Whether Significant Select whether SBO has any direct holding or
Beneficial Owner has any interest in addition to the indirect interest in the
direct holding or right in the company.
reporting company
If yes, enter details below: Relevant check box(es) depicting the manner
in which direct holding or interest is held by
the significant beneficial owner shall be
selected and the corresponding percentage of
shares, if any need to be entered.

Attachments  Declaration under Section 90 –Mandatory always

Any other information can be provided as an optional attachment(s).

Declaration To the best of my Enter the date of board resolution authorizing
knowledge……….. the signatory to sign, give declaration and
resolution dated …… submit the eForm.
(DD/MM/YYYY) to sign and
submit this form
To be Designation Select one of the option from the drop-down
digitally list – Director/ Manager/ Company Secretary/
signed by CEO/ CFO.
DSC Ensure the eForm is digitally signed by the
Director or Manager or CEO or CFO or
Company Secretary.

The person should have registered his/her DSC

with MCA by using the following link

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 Instruction Kit for eForm BEN-2
(Return to the Registrar in respect of declaration under section 90)

S. No/ Section Field Name Instructions

Name
(www.mca.gov.in). If not already register, then
please register before signing this form.

Disqualified Director should not sign the form.

Director identification • In case the person digitally signing the e-
number of the director; or Form is a Director - Enter the approved
DIN or PAN of the manager DIN.
or CEO or CFO; or • In case the person digitally signing the e-
Membership number of Form is Manager, Chief Executive Officer
company secretary. (CEO) or Chief Financial Officer (CFO) -
Enter valid income-tax PAN or approved
DIN.
• In case of other than Section 8 company
and if the person digitally signing the e-
Form is Company Secretary - Enter valid
membership number
• In case of Section 8 company and if
person digitally signing the e-form is
Company secretary- Enter valid
membership number or Income Tax PAN

Certificate by practicing professional The eForm should be mandatorily certified by

a chartered accountant (in wholetime practice)
or cost accountant (in whole-time practice) or
company secretary (in whole-time practice) by
digitally signing the eForm.

Common Instructions to fill eForm

Buttons Particulars
Pre-Fill The Pre-fill button can appear more than once in an eForm.
The button appears next to a field that can be automatically
filled using the MCA database.

Click this button to populate the field.

Note: You are required to be connected to the Internet to use

the Pre-fill functionality.

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 Instruction Kit for eForm BEN-2
(Return to the Registrar in respect of declaration under section 90)

Buttons Particulars
Attach Click this document to browse and select a document that
needs to be attached to the eForm. All the attachments
should be scanned in pdf format. You have to click the
attach button corresponding to the document you are making
an attachment.
In case you wish to attach any other document, please click
the optional attach button.
Remove Attachment You can view the attachments added to the eForm in the List
of attachment field.

To remove any attachment from the eForm, select the

attachment in the List of attachment field and click the
Remove attachment button.
Check Form 1. Click the Check Form button after, filling the eForm.
System performs form level validation like checking if
all mandatory fields are filled. System displays the
errors and provides you an opportunity to correct errors.
2. Correct the highlighted errors.
3. Click the Check Form button again and. system will
perform form level validation once again. On successful
validations, a message is displayed “Form level pre
scrutiny is successful”.
Note: The Check Form functionality does not require
Internet connectivity.
Modify The Modify button is enabled, after you have checked the
eForm using the Check Form button.

To make changes to the filled and checked form:

1. Click the Modify button.
2. Make the changes to the filled eForm.
3. Click the Check Form button to check the eForm again.

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 Instruction Kit for eForm BEN-2
(Return to the Registrar in respect of declaration under section 90)

Buttons Particulars
Pre scrutiny 1. After checking the eForm, click the Prescrutiny button.
System performs some checks and displays errors, if
any.
2. Correct the errors.
3. Click the Prescrutiny button again. If there are no
errors, a message is displayed “No errors found.”

The Prescrutiny functionality requires Internet

Connectivity.

Submit This button is disabled at present.

Part III - Important Points for Successful Submission

Fee Rules
S.No Purpose of Normal Fee Additional Fee Logic for Additional Fees Remarks
the form (Delay Fee)

Event Date Time

limit(days)
for filing
1. Return to the The Companies The Companies Date of receipt of 30 days
Registrar in (Registration (Registration declaration
respect of Offices and Offices and Fees (oldest)
declaration ) Rules, 2014
Fees) Rules,
under section
90 2014

Fees payable is subject to changes in pursuance of the Act or any rule or regulation made or
notification issued thereunder.

Processing Type
The eForm will be auto approved (STP).

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 Instruction Kit for eForm BEN-2
(Return to the Registrar in respect of declaration under section 90)

SRN Generation
On successful submission of the eForm BEN-2, SRN will be generated and shown to the user
which will be used for future correspondence with MCA.

Challan Generation
On successful submission of the eForm BEN-2, challan will be generated depicting the details of
the fees paid by the user to the Ministry. It is the acknowledgement to the user that the eForm has
been filed.

Email
When an eForm is completely processed by the authority concerned, an acknowledgement of the
same with related documents, if any, is sent to the user in the form of an email to the email id of
the company.

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 Instruction Kit for eForm BEN-2
(Return to the Registrar in respect of declaration under section 90)

Annexure A

i. Fee for filing e-Forms or documents in case of company have share capital

Nominal Share Capital Fee applicable

Less than 1,00,000 Rupees 200
1,00,000 to 4,99,999 Rupees 300
5,00,000 to 24,99,999 Rupees 400
25,00,000 to 99,99,999 Rupees 500
1,00,00,000 or more Rupees 600

ii. Fee for filing e-Forms or documents in case of company not have share capital

Fee applicable
Rupees 200

Additional fee rules

Period of delays All forms

Up to 30 days 2 times of normal fees
More than 30 days and up to 60 days 4 times of normal fees
More than 60 days and up to 90 days 6 times of normal fees
More than 90 days and up to 180 days 10 times of normal fees
More than 180 days 12 times of normal fees

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