MCA & ROC Filing | BEN-2 Filing

BEN-2, drafted from the SBO declarations and the share register.

The Significant Beneficial Owner (SBO) master holds every BEN-1 declaration received from individuals holding 10% or more indirectly. BEN-2 drafts from the SBO master and the share register. Changes through the year update the form automatically. CS sign-off with DSC closes the filing.

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How it works

From BEN-1 declaration to BEN-2 SRN.

Step 01

BEN-1 declarations captured

Every individual holding 10% or more indirect beneficial ownership submits BEN-1 to the company. The declarations are captured on the SBO master with the chain of ownership documented.

Step 02

SBO master maintained year-round

Changes in beneficial ownership during the year (new BEN-1 declarations, exits, structure changes) update the master continuously. No FY-end reconstruction.

Step 03

BEN-2 drafts from the master

The BEN-2 draft populates from the SBO master and the share capital register. CS reviews on screen for chain accuracy and disclosure completeness.

Step 04

DSC sign-off and MCA21 submission

CS signs with DSC. BEN-2 submits to MCA21 within 30 days of the change or as part of the annual filing window. SRN and acknowledgement capture follow.

What the system does

Capability, input, output.

Capability	Input	Output
SBO master	BEN-1 declarations + ownership chain documents	Per-individual SBO record with chain
Threshold tracking	Indirect ownership % through the chain	SBO classification at the 10% threshold
Change tracking	Mid-year BEN-1 updates	30-day BEN-2 trigger from change date
BEN-2 draft	SBO master + share register	Draft form with annexures
Sign-off and submission	CS DSC + MCA21 API	SRN + acknowledgement

SBO master

Input

BEN-1 declarations + ownership chain documents

Output

Per-individual SBO record with chain
Threshold tracking

Input

Indirect ownership % through the chain

Output

SBO classification at the 10% threshold
Change tracking

Input

Mid-year BEN-1 updates

Output

30-day BEN-2 trigger from change date
BEN-2 draft

Input

SBO master + share register

Output

Draft form with annexures
Sign-off and submission

Input

CS DSC + MCA21 API

Output

SRN + acknowledgement

Compliance + integrations

Section 90, the way the rule actually works.

Significant Beneficial Ownership disclosure under Section 90 of the Companies Act read with the Companies (Significant Beneficial Owners) Rules, 2018. The 10% indirect ownership trigger is the trickiest piece. The system computes through the holding chain so the SBO list is correct.

Regulations we work within

Section 90, Companies Act 2013

Significant beneficial ownership disclosure framework.
Companies (SBO) Rules, 2018

BEN-1 from individuals, BEN-2 from the company.
10% indirect threshold

Computed through holding chain across companies, LLPs, trusts, AOPs.

Connects to

MCA21 BEN-2 submission
DSC providers CS DSC sign-off

BEN-2 Filing FAQ

What buyers ask.

How is the 10% indirect ownership computed through a holding chain?

The system reads the ownership chain across every layer (companies, LLPs, trusts, AOPs) up to the individual. Multiplicative ownership through each layer aggregates to the indirect %. Where an individual exceeds 10% through any combination of layers, an SBO disclosure is required and a BEN-1 must be obtained from them.

A new investor came in mid-year. When is BEN-2 due?

A change in SBO requires a BEN-2 within 30 days of the change. The system tracks the date the new BEN-1 was filed by the individual; the 30-day clock starts there. The compliance calendar surfaces the BEN-2 deadline alongside the change.

What if no individual holds 10% or more indirectly?

Where no individual qualifies as an SBO under the rules, the company files a declaration that there are no SBOs. The system reads the share register and the holding chain and confirms the no-SBO position before the declaration is submitted.

Trusts, AOPs, foreign holding entities. How are those handled?

Each of these intermediate entities adds a layer in the ownership chain. The system asks for the layer detail (trustees and beneficiaries for trusts, partners for AOPs, ultimate beneficial owner for foreign entities). The chain computation walks every layer until the individual is reached.

Related features

Map your ownership chain. See the SBO list.

Bring your shareholding pattern and your BEN-1 declarations. The system computes the indirect ownership through the chain and lists every individual who triggers SBO disclosure.