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Home / Company Law & Secretarial Services / Nominee Shareholding Compliance
Last updated: 2 October 2026
Where shares are held in one person’s name for the benefit of another — common in wholly owned subsidiaries and family holdings — the Companies Act requires declarations from both and a filing by the company. Our team prepares the declarations and files Form MGT-6.
Section 89 of the Companies Act, 2013 applies when the person whose name is in the register of members (the registered holder) does not hold the beneficial interest in the shares.
The most common case is a wholly owned subsidiary, where a nominee holds one share for the parent company to meet the minimum-shareholder rule. Nominee holdings also feed into the significant beneficial owner (SBO) analysis.
Based on section 89 of the Companies Act, 2013 and the Companies (Management and Administration) Rules, 2014. Last updated: 27 September 2026.
Provision on declaration of beneficial interest
Declaration by the registered holder
Declaration by the beneficial owner
Company’s return to the ROC
Time limit for each declaration and the filing
Common in wholly owned subsidiaries
Nominee shares are often set up once and forgotten.
A nominee holds a share for years without MGT-4 or MGT-5.
A new nominee is appointed but the declarations are not refreshed.
The beneficial owner is not reflected in SBO filings.
Nominee holdings connect to other ownership disclosures.
Significant beneficial owners.
Foreign parent with a nominee.
Changing the nominee.
Register of members.
We identify nominee arrangements in your shareholding.
Nominee agreement prepared or reviewed.
MGT-4 and MGT-5 signed by the parties.
Declarations noted by the board.
MGT-6 filed with the ROC within 30 days.
Register of members and SBO records updated.
Fresh declarations are needed whenever the arrangement changes.
Fresh MGT-4, MGT-5 and MGT-6 when the nominee changes.
Declarations when the beneficial owner takes the shares directly.
Check whether BEN-2 needs updating.
Penalties apply to parties who fail to declare.
Share your query and our team will reply during business hours.
The declaration by a registered shareholder who does not hold the beneficial interest in the shares, filed with the company within 30 days.
The declaration by the person who holds the beneficial interest in shares registered in another person’s name.
Within 30 days of receiving the MGT-4 or MGT-5 declaration.
A private company needs at least two members, so a nominee usually holds one share on behalf of the parent.
No. Nomination decides who receives shares on death; a nominee shareholder holds shares for another person during their life.
ACS – Director, Expertvuw Management Pvt Ltd
This work is handled by Expertvuw’s team, with filings made on the MCA portal. Certifications and audits required by law are issued by independent practising professionals engaged for your case.