- +91 80768 85539
- info@expertvuw.com
- Pan-India service available.
Home / Company Law & Secretarial Services / Significant Beneficial Owner (SBO) Compliance
Last updated: 2 October 2026
Companies must identify the individuals who ultimately own or control them — significant beneficial owners — and report them to the ROC. Our team maps your ownership chain, collects declarations and files Form BEN-2.
Section 90 of the Companies Act, 2013 and the Companies (Significant Beneficial Owners) Rules, 2018 require companies to disclose the individuals who hold or control at least 10% of the company — directly or indirectly through other companies, trusts or partnerships — or who exercise significant influence or control.
SBO checks come up most often where shareholders are other companies, trusts or foreign entities.
Based on section 90 of the Companies Act, 2013 and the Companies (Significant Beneficial Owners) Rules, 2018. Last updated: 27 September 2026.
Holding, voting or distribution threshold for an SBO
Declaration by the SBO to the company
Company’s filing with the ROC
For declaration and for the company’s filing
Register of significant beneficial owners
Notice seeking information from members
Most gaps come from layered or foreign shareholders.
Individuals behind corporate or trust shareholders are not traced.
A change in the ownership chain is not declared within 30 days.
The company never sends BEN-4 notices where ownership is unclear.
SBO disclosure links to other ownership records.
Declarations under section 89.
Maintaining company registers.
When ownership changes.
Foreign shareholders.
We trace each shareholder up to the individuals behind it.
Holdings and control tested against the 10% and control rules.
BEN-1 collected from each SBO.
BEN-2 filed with the ROC within 30 days.
BEN-3 register updated.
Changes in ownership tracked through the year.
SBO defaults are treated seriously under the Act.
Penalty for failing to maintain the register or file BEN-2.
Penalty for failing to make the BEN-1 declaration.
The NCLT can restrict rights on shares where SBO information is not given.
Investors and banks often check SBO filings.
Share your query and our team will reply during business hours.
An individual who holds or controls at least 10% of a company’s shares, votes or distributions — directly or indirectly — or exercises significant influence or control.
The declaration an SBO gives to the company, within 30 days of becoming an SBO or of any change.
The return the company files with the ROC within 30 days of receiving a BEN-1 declaration.
Yes. They apply to all companies, with limited exceptions.
The company can send a BEN-4 notice and, if needed, apply to the NCLT to restrict rights on the shares.
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.