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SBO Declaration and BEN-2 Filing (Section 90)

Reviewed by CA and CS Team, Patron Accounting LLP ICAI & ICSI Registered| 15+ Years Experience| Last Updated: Verify Credentials →

Service: End-to-end SBO identification, BEN-1 receipt and BEN-2 filing with the ROC.

Fees: SBO and BEN-2 filing starting from INR 4,999 (Exl GST and Govt. Charges), per event.

Threshold: An individual with 10 percent or more beneficial interest, directly or indirectly.

Timeline: BEN-2 filed with the ROC within 30 days of the BEN-1 declaration.

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SBO and BEN-2: Overview and Quick Summary

📌 TL;DR - SBO and BEN-2 Filing Services at a Glance

A significant beneficial owner under Section 90 is the individual who ultimately owns or controls a company through a 10 percent or more beneficial interest, often held indirectly. The SBO files a declaration in Form BEN-1 with the company, and the company files a return in Form BEN-2 with the ROC within 30 days, also maintaining a BEN-3 register.

Parameter	Detail
Governing Provision	Section 90 with the SBO Rules, 2018 (amended 2019)
Who is an SBO	Individual with 10 percent or more beneficial interest, directly or indirectly
BEN-1	Declaration by the SBO to the company within 30 days
BEN-2	Return by the company to the ROC within 30 days of BEN-1
Cost	Patron fee from INR 4,999 (Exl GST and Govt. Charges) per event
Register and Notice	BEN-3 register maintained; BEN-4 notice where needed
Non-Compliance	Penalties on the SBO and company; a common ROC notice trigger

SBO services from Patron Accounting cover the identification of the significant beneficial owner through the ownership chain, the BEN-1 declaration, the BEN-2 filing with the ROC, the BEN-3 register and any BEN-4 notice. Non-filing is a common ROC notice trigger, so getting it right matters. Our team has supported 10,000+ businesses since 2009.

SBO reporting focuses on indirect holdings and the ultimate individual behind the share register, so it often arises where shares are held through a corporate, LLP, trust or foreign layer. Where the chain includes a foreign holder, the analysis is closely linked to FDI compliance, and a missed BEN-2 is a frequent ROC notice trigger.

What Is a Significant Beneficial Owner?

A significant beneficial owner is the individual who ultimately owns or controls a company, holding a 10 percent or more beneficial interest in its shares, voting rights or dividends, or exercising significant influence or control, often through a chain of entities rather than a direct holding.

Section 90 requires the company to identify this person, have them declare their interest in Form BEN-1, and report it to the ROC in Form BEN-2. The aim is transparency about who truly stands behind a company, which is why indirect holdings, not just the names on the share register, matter.

Key Terms for SBO and BEN-2 Filing:

SBO: The individual with a 10 percent or more beneficial interest, directly or indirectly, in the company.
Reporting Company: The company that must identify the SBO and file the BEN-2 return.
BEN-1: The declaration the SBO gives to the reporting company.
BEN-2: The return the company files with the ROC on receipt of BEN-1.
Indirect Holding: Ownership held through other entities, central to identifying an SBO.

Section 90 BEN-1 to BEN-2

When Is SBO Reporting Required?

SBO reporting is required whenever an individual crosses the beneficial-interest threshold in a company, usually through a corporate or other entity in the ownership chain.

10 percent threshold: An individual holding, alone or with others, 10 percent or more of shares, voting rights or dividend rights.
Indirect holding: Where the interest is held through one or more entities rather than directly.
Significant influence or control: Where an individual exercises significant influence or control by means other than direct holding.
On acquiring or changing status: When an individual becomes an SBO or their beneficial ownership changes.
Corporate shareholders: Especially relevant where a company’s shares are held by another company, an LLP, a trust or a foreign entity.

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

Our SBO and BEN-2 Services

Service	What We Do
Ownership Chain Analysis	We map the ownership chain through the corporate, LLP, trust or foreign layers to identify the significant beneficial owner.
SBO Determination	We apply the 10 percent and significant-influence tests to determine who is an SBO and who is not.
BEN-1 Declaration	We prepare the BEN-1 declaration for the SBO to file with the company and confirm its receipt.
BEN-2 Filing	We prepare and file the BEN-2 return with the ROC within 30 days of the BEN-1 declaration.
BEN-3 Register	We set up and maintain the register of significant beneficial owners in Form BEN-3.
BEN-4 Notice and NCLT	Where an SBO does not declare, we issue the BEN-4 notice and advise on an application to the NCLT if needed.

Our Process

SBO and BEN-2 Process: Step by Step

How Patron reports significant beneficial ownership under Section 90, from mapping the ownership chain and determining the SBO through the BEN-1 declaration and BEN-2 filing to the BEN-3 register and any BEN-4 notice.

Step 1

Map the Ownership

Trace the shareholding through every entity in the chain up to the ultimate individuals.

Full chain Ultimate individuals

Map 01

Step 2

Determine the SBO

Apply the 10 percent beneficial interest and significant-influence tests to identify the SBO.

10% test Influence test

Determine 02

Step 3

Obtain BEN-1

Have the SBO file the BEN-1 declaration with the company within 30 days of acquiring or changing status.

Within 30 days To the company

BEN-1 03

Step 4

File BEN-2

File the BEN-2 return with the ROC within 30 days of receiving the BEN-1 declaration.

Within 30 days ROC return

BEN-2 04

Step 5

Maintain BEN-3

Record the SBO in the BEN-3 register and keep it updated.

SBO register Kept updated

BEN-3 05

Step 6

Issue BEN-4 if Needed

Where a suspected SBO does not declare, issue the BEN-4 notice seeking information.

On non-declaration Seeks information

BEN-4 06

Step 7

Escalate to NCLT if Needed

Where there is no satisfactory response, apply to the NCLT for directions on the shares.

No response NCLT directions

NCLT 07

Information Required for SBO Reporting

Shareholding pattern and the full ownership chain.
Details of corporate, LLP, trust or foreign shareholders.
Identity and KYC details of the ultimate individuals.
The BEN-1 declaration from the SBO.
Date of acquiring SBO status or the change.
Valid DSC of the signatory for the BEN-2 filing.

Need the full checklist? We share a tailored information list after reviewing your shareholding.

Common SBO Challenges and Solutions

Challenge	Impact	How Patron Accounting Solves It
Tracing the ownership chain	Layered holdings through entities and foreign holders make the SBO hard to spot. We map the chain end to end to find the right individual.
Deciding who is an SBO	The 10 percent and significant-influence tests can be finely balanced. We apply them carefully so the determination stands.
SBO not declaring	Sometimes a suspected SBO does not file BEN-1. We issue the BEN-4 notice and advise on the NCLT route where needed.
Late or missed BEN-2	Missing the 30-day BEN-2 window brings penalties and ROC notices. We file on time and help regularise any past default.

SBO and BEN-2 Service Fees

Fee Component	Amount
Patron Accounting Professional Fees	Starting from INR 4,999 (Exl GST and Govt. Charges), per event
What it covers	Ownership analysis, SBO determination, BEN-1 declaration, BEN-2 filing and the BEN-3 register
MCA filing fees on BEN-2	Charged on actual basis
BEN-4 notice process and any NCLT application	Charged on actual basis where applicable

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.

MCA filing fees on BEN-2, a BEN-4 notice process, and any NCLT application are separate and charged on an actual basis. Contact us for a detailed quote.

Get a free SBO and BEN-2 Filing consultation - Call +91 945 945 6700 or WhatsApp us. No-obligation assessment.

SBO Filing Timeline at a Glance

Stage	Estimated Timeline
Ownership analysis	Done up front, before the declarations
BEN-1 (SBO to company)	Within 30 days of acquiring or changing SBO status
BEN-2 (company to ROC)	Within 30 days of receiving the BEN-1 declaration
BEN-3 register	Updated alongside
BEN-4 notice / NCLT	Where a suspected SBO does not declare

The SBO chain runs on tight windows. The SBO files BEN-1 with the company within 30 days of acquiring or changing status, and the company files BEN-2 with the ROC within 30 days of receiving BEN-1. The ownership analysis is done up front, the BEN-3 register is updated alongside, and any BEN-4 notice or NCLT step follows where an SBO does not declare. We manage the sequence so the filing is correct and on time.

Key Benefits

Why Choose Professional SBO Support

Ownership Chain Mapped

The ownership chain is mapped end to end through corporate, LLP, trust and foreign layers to find the true significant beneficial owner.

Tests Applied Correctly

The 10 percent beneficial interest and the significant-influence tests are applied carefully so the SBO determination stands.

BEN-1, BEN-2 and BEN-3 Handled

The BEN-1 declaration, the BEN-2 return and the BEN-3 register are handled end to end and kept updated as ownership changes.

BEN-4 and NCLT Advised

Where a suspected SBO does not declare, the BEN-4 notice is issued and the NCLT route is advised where needed.

Filed Within the 30-Day Window

BEN-2 is filed within its 30-day window so penalties and ROC notices for late or missed filing are avoided.

Handled by Qualified CAs and CSs

The SBO identification and BEN-2 filing are run end to end by qualified Chartered Accountants and Company Secretaries.

Trusted by Businesses Across India

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

"Our shares were held through a holding company and a foreign entity. Patron traced the chain, identified the SBO and filed BEN-2 on time." - Director, technology company, Bengaluru.

"We received an ROC notice for a missed BEN-2. Patron identified the SBO, filed the return and regularised the default." - 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.

The SBO Forms at a Glance

Form	Filed by	Purpose
BEN-1	SBO to the company	Declaration of significant beneficial ownership
BEN-2	Company to the ROC	Return on the declaration, within 30 days
BEN-3	Maintained by the company	Register of significant beneficial owners
BEN-4	Company to a person	Notice seeking SBO information

Related Compliance Services

SBO reporting often goes with ROC notices and FDI matters. Patron handles the linked work too.

ROC Notice handling where a notice has been received for a missed BEN-2.
FDI Compliance where the ownership chain includes a foreign holder.
Private Limited Company Compliance for the wider annual compliance.
Compliance Calendar to track the BEN-2 and other due dates.
Pvt and LLP Compliance for ongoing entity compliance.

Legal and Compliance Framework

Provision: Section 90 of the Companies Act, 2013 with the Companies (Significant Beneficial Owners) Rules, 2018, as amended in 2019, requires a company to identify any significant beneficial owner and report the declaration to the Registrar.

Who is an SBO: An individual who, acting alone or together with or through others, directly or indirectly holds not less than 10 percent of the shares, voting rights or right to dividend, or who exercises significant influence or control by means other than a direct holding alone.

Forms and timelines: The SBO files a declaration in Form BEN-1 to the company within 30 days, the company files a return in Form BEN-2 with the Registrar within 30 days of receipt, and maintains a register of SBOs in Form BEN-3.

Notice and consequences: The company issues a notice in Form BEN-4 to any person it believes is or knows an SBO, and where there is no satisfactory response it may apply to the National Company Law Tribunal, with penalties on the SBO and the company for non-compliance.

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

What is a significant beneficial owner under Section 90?

A significant beneficial owner under Section 90 of the Companies Act, 2013 is an individual who ultimately owns or controls a company, holding not less than 10 percent of its shares, voting rights or right to dividend, directly or indirectly, or who exercises significant influence or control. The aim is transparency about who truly stands behind a company beyond the names on the share register.

What are Forms BEN-1 and BEN-2?

BEN-1 is the declaration that a significant beneficial owner files with the reporting company, disclosing their beneficial interest. BEN-2 is the return that the company then files with the Registrar of Companies, reporting that declaration. The company also maintains a register of SBOs in Form BEN-3, and issues a notice in Form BEN-4 to any person it believes is or knows an SBO.

What is the time limit to file BEN-2?

On receiving a BEN-1 declaration from a significant beneficial owner, the reporting company must file the return in Form BEN-2 with the Registrar within 30 days. The SBO themselves must file BEN-1 with the company within 30 days of acquiring SBO status or of any change in their beneficial ownership. Both timelines are 30 days, running from different trigger points.

What is the 10 percent threshold for an SBO?

An individual is a significant beneficial owner if they hold, alone or together with or through others, not less than 10 percent of the shares, voting rights or right to dividend of the company, or exercise significant influence or control. The threshold is tested on the ultimate individual behind the holding, which is why indirect holdings through entities are central to the analysis.

Does every shareholder need to file an SBO declaration?

No. A person holding shares purely in their own name as a direct holding is a member, not necessarily an SBO. SBO reporting focuses on the individual who holds a beneficial interest indirectly, through a company, LLP, trust or other entity, or who exercises significant influence or control. We analyse the ownership chain to identify exactly who, if anyone, is an SBO.

What happens if SBO filings are not made?

Failing to file BEN-1 or BEN-2 attracts penalties under Section 90 on both the significant beneficial owner and the company and its officers in default, with a continuing daily penalty. Non-filing is also a common trigger for a notice from the Registrar. Where a suspected SBO does not declare, the company can issue a BEN-4 notice and, if needed, apply to the NCLT.

Is SBO reporting mandatory and since when?

Yes. SBO reporting has been mandatory since the Companies (Significant Beneficial Owners) Rules came into effect, with the key amendment effective from 8 February 2019. Every company must take steps to identify any significant beneficial owner, obtain the BEN-1 declaration, file BEN-2 with the Registrar and maintain the BEN-3 register, on an ongoing basis as ownership changes.

How is SBO reporting connected to foreign ownership?

SBO reporting often arises where a company’s shares are held through a foreign company or other foreign entity, because the ultimate individual behind that chain may be a significant beneficial owner. In such cases the SBO analysis is closely linked to FDI compliance. We trace the chain through the foreign layers and handle both the SBO filing and the related FDI reporting.

SBO kya hota hai?

SBO wo individual hai jo company me 10 percent ya zyada beneficial interest, direct ya indirect, rakhta hai ya significant control rakhta hai.

BEN-2 kab tak file karni hoti hai?

Company ko SBO ki BEN-1 declaration milne ke 30 din ke andar ROC me BEN-2 file karni hoti hai.

Quick Answers

Who is an SBO? Individual with 10 percent or more beneficial interest.

BEN-1? SBO declares to the company within 30 days.

BEN-2? Company files with the ROC within 30 days.

Register? BEN-3, maintained by the company.

Why Act Now

SBO non-filing is a frequent ROC notice trigger. Missing BEN-1 or BEN-2 brings penalties on both the SBO and the company and often a notice from the Registrar, and a delay only adds to the additional fees and exposure. Identifying the SBO and filing BEN-2 on time keeps the company clean and avoids the notice in the first place.

File your SBO return - Call +91 945 945 6700 or WhatsApp us. We respond within 2 hours.

File Your SBO Return with Patron Accounting

SBO reporting under Section 90 is about transparency over who truly controls a company: identify the individual with a 10 percent or more beneficial interest, often held indirectly, take the BEN-1 declaration, file BEN-2 with the ROC within 30 days, and maintain the BEN-3 register.

Because non-filing is a common ROC notice trigger, getting the analysis and the filing right matters. Patron Accounting, with qualified CAs and CSs and offices in Pune, Mumbai, Delhi and Gurugram, handles the full SBO identification and BEN-2 filing.

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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 Companies (Significant Beneficial Owners) Rules, 2018 (amended 2019), the 10 percent threshold, the BEN-1 / BEN-2 / BEN-3 / BEN-4 forms and 30-day timelines, or the related FDI reporting rules change. Freshness Tier 1.

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