Significant beneficial owner (SBO): BEN-1, BEN-2 and the 10% test under section 90

Last updated 27 Oct 2026 · India

Short answer. Under section 90 of the Companies Act 2013 and the Companies (Significant Beneficial Owners) Rules 2018, an individual who, alone or together with others or through other entities, holds at least 10% of the shares, voting rights or right to dividend of a company, or exercises significant influence or control, is a significant beneficial owner. The SBO declares this to the company in Form BEN-1 within 30 days of becoming an SBO or of any change. The company then files Form BEN-2 with the ROC within 30 days of receiving BEN-1, and enters the details in its register in Form BEN-3. If the company suspects an undisclosed SBO, it sends a notice in Form BEN-4.

Step by step

List every shareholder that is not an individual (companies, LLPs, trusts, firms).
Trace each one up to the individuals behind it and add up their indirect holding with any direct holding.
Anyone at 10% or more, or with control: collect BEN-1.
File BEN-2 on the MCA V3 portal within 30 days of receiving BEN-1.
Update the BEN-3 register; send BEN-4 where you cannot identify the SBO.

Common mistakes

Looking only at direct shareholders. The test is about the individual behind the holding.
Not refiling after a change in holding or control.
Waiting for the annual return. BEN-2 is event-based, not yearly.

Not legal advice. This is a free explainer of the Companies Act 2013 and its rules; check the current text on India Code or MCA, or ask a company secretary.

Frequently asked questions

What is the threshold for a significant beneficial owner?

At least 10% of shares, voting rights or dividend rights, held directly or indirectly, or the right to exercise significant influence or control.

When must BEN-2 be filed?

Within 30 days of the company receiving the declaration in Form BEN-1.

Who files BEN-1 and who files BEN-2?

The individual SBO gives BEN-1 to the company; the company files BEN-2 with the Registrar.

Official sources

Not tax or legal advice. This is a free explainer of public rules; deadlines and rules can change by notification, so confirm on the official portal or with your CA before you file. Last checked 27 Oct 2026.

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