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BEN-4 Notice for Non-Compliant Shareholders (Section 90(5))

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Service: Issuing a BEN-4 notice and, where needed, applying to the NCLT to restrict the shares.

Fees: BEN-4 notice service starting from INR 4,999 (Exl GST and Govt. Charges), per event.

When Used: When a person who should declare as an SBO does not, or gives unsatisfactory information.

The Step: A company-to-person notice under Section 90(5), and the NCLT route under Section 90(7).

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BEN-4 Notice: Overview and Quick Summary

📌 TL;DR - BEN-4 Notice Services at a Glance

A BEN-4 notice is the notice a company issues under Section 90(5) to a person it believes is a significant beneficial owner but who has not declared. The person must respond within 30 days. If they do not, or the information is unsatisfactory, the company applies to the NCLT within 15 days to restrict the shares, and the Tribunal may order restrictions within 60 days.

Parameter	Detail
Governing Provision	Section 90(5) with Rule 6; NCLT route under Section 90(7) and Rule 7
Issued by	The company, to a suspected SBO or informed person
Response time	Within 30 days of the date of the notice
If no or poor response	Company applies to the NCLT within 15 days of the notice expiry
Cost	Patron fee from INR 4,999 (Exl GST and Govt. Charges) per event
NCLT order	Restrictions on the shares, within 60 days of the application
If unresolved	Relief within 1 year, else shares transfer to the IEPF

BEN-4 services from Patron Accounting cover the assessment of whether a notice is warranted, the drafting and issue of the BEN-4 notice, the review of any response, and the NCLT application for restrictions where the person does not comply. It is the enforcement step in the SBO regime and a litigation-adjacent matter. Our team has supported 10,000+ businesses since 2009.

BEN-4 sits at the end of the SBO chain, after the BEN-1 declaration, the BEN-2 filing and the BEN-3 register. Where the ownership chain runs through a foreign holder, this often sits alongside our FDI compliance service, which we handle with the SBO matter.

What Is a BEN-4 Notice?

A BEN-4 notice is a formal notice a company issues under Section 90(5) to any person it knows or reasonably believes is a significant beneficial owner, or who knows the identity of one, and who has not declared as required, asking for the relevant information.

It is the enforcement step in the SBO regime, used when the usual BEN-1 declaration has not come in. If the person does not respond or the response is unsatisfactory, the company can apply to the NCLT for an order restricting the shares, which makes BEN-4 a pre-litigation step.

Key Terms for BEN-4 Notice:

BEN-4: The notice the company issues under Section 90(5) to obtain SBO information.
Reasonable cause to believe: The basis on which a company may issue the notice to a suspected SBO.
Section 90(7): The provision under which the company applies to the NCLT where there is no satisfactory response.
Restriction on shares: Suspension of transfer, voting and dividend rights the NCLT may order.
IEPF transfer: Transfer of the restricted shares to the IEPF if no relief is sought within a year.

Response Window 30 Days

When Is a BEN-4 Notice Issued?

A company issues a BEN-4 notice when it has reason to believe an SBO exists but has not declared, and it needs the information to comply with Section 90.

SBO not declaring: Where a person who appears to be an SBO has not filed a BEN-1 declaration.
Knowledge of an SBO: Where a person is believed to know the identity of an SBO or another person who knows.
Past SBO: Where a person was an SBO in the 3 years before the notice and is not registered.
Unsatisfactory information: Where the information already given is incomplete or not satisfactory.
Layered or foreign holdings: Often where the ownership chain runs through entities, including foreign ones.

Where the chain involves a foreign holder, this often sits alongside FDI compliance, which we handle with the SBO matter.

Our BEN-4 and NCLT Services

Service	What We Do
Pre-Notice Assessment	We assess the ownership chain and whether a BEN-4 notice is warranted, so the notice rests on a sound basis.
BEN-4 Notice Drafting	We draft and issue the BEN-4 notice in the prescribed form, setting out the information required and the response time.
Response Review	We review any response received and advise whether it is satisfactory or whether the next step is needed.
NCLT Application	Where there is no satisfactory response, we prepare the application to the NCLT under Section 90(7) for restrictions on the shares.
Record and Register Update	We record the notice and outcome in the company’s SBO records and update the BEN-3 register and any BEN-2 filing.
Defence-Side Advisory	Where a shareholder receives a BEN-4 notice, we advise on a complete and accurate response to protect their position.

Our Process

BEN-4 Process: Step by Step

How Patron runs the BEN-4 route, from assessing the basis to the NCLT order and follow-up on the relief window.

Step 1

Assess the Basis

Review the ownership chain and confirm the reasonable cause to believe a person is an SBO.

Ownership chain Sound basis

Assess 01

Step 2

Issue the BEN-4 Notice

Draft and issue the notice under Section 90(5), specifying the information required.

Section 90(5) Information set out

Issue 02

Step 3

Await the Response

Allow the person up to 30 days from the date of the notice to give the information.

30-day window Section 90(6)

Await 03

Step 4

Review the Response

Assess whether the response is complete and satisfactory or whether it is missing or inadequate.

Complete check Satisfactory?

Review 04

Step 5

Apply to the NCLT

Where there is no satisfactory response, apply to the NCLT within 15 days of the notice expiry for restrictions.

15-day window Section 90(7)

NCLT 05

Step 6

Tribunal Order

The NCLT, after a hearing, may order restrictions on the shares within 60 days of the application.

60-day order After hearing

Order 06

Step 7

Record and Follow Up

Record the outcome, update the SBO records, and track the one-year relief window and any IEPF transfer.

Records updated 1-year window

Follow Up 07

Information Needed to Issue a BEN-4 Notice

Shareholding pattern and the full ownership chain.
Details of the person believed to be or to know an SBO.
Any prior correspondence or BEN-1 declarations.
The basis for the reasonable cause to believe.
Board approval to issue the notice.
Records for any subsequent NCLT application.

Need the full checklist? We confirm the basis and the documents after reviewing your shareholding.

Common BEN-4 Challenges and Solutions

Challenge	Impact	How Patron Accounting Solves It
Establishing the basis	A BEN-4 notice must rest on reasonable cause. We assess the ownership chain so the notice is well-founded.
No or unsatisfactory response	A person may ignore the notice or respond inadequately. We review the response and move to the NCLT within the timeline where needed.
Disputed situations	BEN-4 can arise in promoter and investor or majority and minority disputes. We keep the process correct and on the facts, with appropriate professional advice.
Receiving a notice	A shareholder who receives a BEN-4 notice needs a complete, accurate response. We help prepare it to avoid restrictions on the shares.

BEN-4 Service Fees

Fee Component	Amount
Patron Accounting Professional Fees (per event)	Starting from INR 4,999 (Exl GST and Govt. Charges)
Scope of the per-event fee	Pre-notice assessment, BEN-4 drafting and issue, response review, SBO records update
NCLT Application under Section 90(7)	Scoped and charged separately given its litigation nature
Representation before the Tribunal	Quoted separately based on the matter

All fees and charges listed are indicative only and do not constitute a binding offer. Final amounts may vary depending on the volume of work and the complexity involved.

The per-event professional fee covers the BEN-4 notice work. An NCLT application under Section 90(7), and any representation before the Tribunal, are scoped and charged separately given their litigation nature. Contact us for a detailed quote.

Get a free BEN-4 Notice consultation - Call +91 945 945 6700 or WhatsApp us. No-obligation assessment.

BEN-4 Timeline at a Glance

Stage	Estimated Timeline
Response to the BEN-4 notice	Within 30 days of the date of the notice (Section 90(6))
Application to the NCLT	Within 15 days of the expiry of the notice period (Section 90(7))
NCLT order on the shares	Within 60 days of the application, after a hearing (Section 90(8))
Relief from restrictions	Within 1 year of the order (Section 90(9))
If no relief sought	Restricted shares transferred to the IEPF

The BEN-4 route runs on fixed windows. The person served has up to 30 days from the date of the notice to give the information. If they do not respond, or the response is unsatisfactory, the company must apply to the NCLT within 15 days of the expiry of that period, and the Tribunal may order restrictions on the shares within 60 days of the application. Where no relief is sought within a year of the order, the shares are transferred to the IEPF. We manage each window so the steps hold.

Key Benefits

Why Choose Professional BEN-4 Support

Sound, Assessed Basis

The notice is issued on a sound, well-assessed basis, after a review of the ownership chain.

Response Reviewed

Any response is reviewed and the next step advised, so you know whether the matter is closed or escalates.

NCLT Application on Time

The NCLT application is prepared within the 15-day timeline under Section 90(7) where there is no satisfactory response.

Defence-Side Advisory

Defence-side advisory where a notice is received, to put together a complete, accurate response.

Each Window Managed

We track the 30, 15 and 60-day windows and the one-year relief period, so no step lapses.

Qualified CAs and CSs

Handled by qualified CAs and CSs, keeping a litigation-adjacent matter correct and on the facts.

Trusted by Businesses Across India

10,000+ Businesses Served | 4.9 Google Rating | 50,000+ Documents Filed | 15+ Years

"A shareholder would not declare as an SBO. Patron issued the BEN-4 notice and prepared the NCLT application when there was no response." - Director, technology company, Bengaluru.

"We received a BEN-4 notice during an investor dispute. Patron helped us put together a complete, accurate response." - Founder, services company, Pune.

Trusted by leading brands including Hyundai, Asian Paints and Bridgestone for accounting and compliance support.

With offices in Pune, Mumbai, Delhi, and Gurugram, Patron Accounting serves businesses across India - both in-person and remotely.

Where BEN-4 Sits in the SBO Chain

Form	Role	What It Does
BEN-1	Declaration	SBO declares to the company
BEN-2	Filing	Company files the return with the ROC
BEN-3	Register	Company maintains the SBO register
BEN-4	Enforcement notice	Company demands SBO information; NCLT route follows

Related Compliance Services

BEN-4 sits within the SBO regime and the wider notice and compliance work. Patron handles the linked matters too.

ROC Notice handling for other company-law notices and replies.
FDI Compliance where the ownership chain includes a foreign holder.
Secretarial Audit which reviews SBO and statutory compliance.
Private Limited Company Compliance for the wider annual compliance.
Compliance Calendar to track SBO and other due dates.

The per-event identification and BEN-2 filing, and the BEN-3 register upkeep, are handled by our related SBO services, which the BEN-4 step follows from.

Legal and Compliance Framework

The notice: Under Section 90(5) of the Companies Act, 2013 read with Rule 6 of the SBO Rules, a company gives notice in Form BEN-4 to any person it knows or has reasonable cause to believe is a significant beneficial owner, knows the identity of one, or was an SBO in the 3 years before the notice and is not registered.

Response: Under Section 90(6), the person must give the information required by the notice within a period not exceeding 30 days of the date of the notice.

NCLT application: Under Section 90(7) read with Rule 7, where the person fails to respond or the information is not satisfactory, the company applies to the NCLT within 15 days of the expiry of the notice period for an order restricting the shares, including on transfer of interest and suspension of voting and dividend rights.

Order and relief: Under Section 90(8), the Tribunal may make the order within 60 days of the application after a hearing, and under Section 90(9), the company or an aggrieved person may seek relief within 1 year, failing which the shares are transferred to the Investor Education and Protection Fund.

Refer to the MCA portal for forms and to Section 90 on IndiaCode for the bare provision.

What is a BEN-4 notice?

A BEN-4 notice is a notice a company issues under Section 90(5) of the Companies Act, 2013 to any person it knows or has reasonable cause to believe is a significant beneficial owner, or who knows the identity of one, and who has not declared as required. The notice asks the person to provide the relevant SBO information, and it is the enforcement step where the usual BEN-1 declaration has not been filed.

When does a company issue a BEN-4 notice?

A company issues a BEN-4 notice when it has reasonable cause to believe a person is a significant beneficial owner but that person has not filed a BEN-1 declaration, or where it believes the person knows the identity of an SBO, or where the person was an SBO in the three years before the notice and is not registered. It is also used where information already given is incomplete or unsatisfactory.

How long does the recipient have to respond to BEN-4?

Under Section 90(6), the person who receives a BEN-4 notice must give the information required by the notice within a period not exceeding 30 days of the date of the notice. The notice specifies what information is sought. A complete and accurate response within this period is what avoids the company moving to the next step before the National Company Law Tribunal.

What happens if a shareholder ignores a BEN-4 notice?

If the person fails to respond within the time specified, or the information given is not satisfactory, the company must apply to the National Company Law Tribunal within 15 days of the expiry of the notice period, under Section 90(7). The company seeks an order restricting the shares in question, including on the transfer of interest and the suspension of voting and dividend rights.

What restrictions can the NCLT order on the shares?

On an application under Section 90(7), the NCLT may, after giving an opportunity of being heard, order restrictions on the shares in question. These can include restrictions on the transfer of interest in the shares, suspension of the right to receive dividend or other distribution, suspension of voting rights, and any other restriction on the rights attached to the shares, as the Tribunal directs.

What is the timeline for the NCLT order?

Under Section 90(8), once the company applies, the Tribunal may make the order restricting the rights attached to the shares within a period of 60 days of receipt of the application, after giving the parties an opportunity of being heard. The company’s application itself must be made within 15 days of the expiry of the period specified in the BEN-4 notice, so the windows are tight.

Can the restrictions be lifted?

Yes. Under Section 90(9), the company or any person aggrieved by the Tribunal’s order may apply to the Tribunal for relaxation or lifting of the restrictions within one year of the date of the order. If no such application is made within that one-year period, the restricted shares are transferred to the Investor Education and Protection Fund, so acting within the year is important.

Can a BEN-4 notice be misused in shareholder disputes?

The BEN-4 and Section 90(7) route is meant to enforce SBO transparency, but professional commentary has noted that it can be misused in promoter versus investor or majority versus minority disputes, where it is used to seek restrictions on a rival’s shares. Because of this, the basis for a notice should be sound and the response should be complete and accurate. We handle both sides on the facts and with proper advice.

BEN-4 notice kya hota hai?

BEN-4 wo notice hai jo company Section 90(5) ke tahat us vyakti ko deti hai jise wo SBO maanti hai par jisne declare nahi kiya.

BEN-4 ka jawab na de to kya hota hai?

Jawab na milne par company 15 din ke andar NCLT me apply karti hai aur shares pe restrictions lag sakti hain.

Quick Answers

What is BEN-4? Company notice to a suspected SBO under Section 90(5).

Response time? Within 30 days of the notice.

No response? NCLT application within 15 days of expiry.

Order? Restrictions on shares, within 60 days.

Why Act Carefully and on Time

BEN-4 is the point where SBO compliance becomes contentious. Whether you are issuing the notice or have received one, the timelines are short and the consequences, restrictions on the shares and a possible IEPF transfer, are serious. Getting the basis, the notice and the response right, within the windows, is what keeps the matter on solid ground and avoids an adverse Tribunal order.

Issue or respond to a BEN-4 notice - Call +91 945 945 6700 or WhatsApp us. We respond within 2 hours.

Handle Your BEN-4 Notice with Patron Accounting

A BEN-4 notice under Section 90(5) is the enforcement step in the SBO regime: the company asks a suspected SBO for information, the person has 30 days to respond, and a failure leads to an NCLT application within 15 days and possible restrictions on the shares within 60 days, with an IEPF transfer if no relief is sought within a year.

Because it is litigation-adjacent and can arise in disputes, it needs care on both sides. Patron Accounting, with qualified CAs and CSs and offices in Pune, Mumbai, Delhi and Gurugram, handles the BEN-4 notice and the NCLT route.

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Content Created: 3 June 2026 | Last Updated: | Next Review: 4 September 2026 | Reviewed By: CA & CS Team, Patron Accounting LLP

This page is reviewed at least yearly and updated whenever Section 90, the SBO Rules, the BEN forms, the NCLT process or the IEPF transfer rules change. Freshness Tier 1.

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