R. 1 Short title and commencement
1. Short title and commencement
(a) These rules may be called the Companies (Significant Beneficial Owners) Rules,2018.
(b) They shall come into force on the date of their publication in the Official Gazette.
Significant Beneficial Owners Rules
G.S.R. 561(E)
The Companies (Significant Beneficial Owners) Rules, 2018
Who is a significant beneficial owner, the declaration in BEN-1 and the return in BEN-2, the register of significant beneficial owners in BEN-3, the notice in BEN-4, application to the Tribunal, and the companies to which the rules do not apply.
8
Rules
G.S.R. 561(E)
Notification
BEN-1
Declaration
14 Aug 2026
Text as on
Made under
The Companies Act, 2013 Chapter VII
8
rules visible
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Opening text
Preamble
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
NOTIFICATION
New Delhi, 13th June, 2018
G.S.R. 561(E).- In exercise of the powers conferred by Section 90 read with sub-section (l) of section 469 of the Companies ActDefined in rule 2(a): Act means the Companies Act,2013 (18 of 2013),2013 (18 of 2013), the Central Government hereby makes the following rules, namely :-
Chapter I
4 rules
Declaration and Return
R. 2 Definitions
2. Definitions
(1) In these rules, unless the context otherwise requires,-
(a) "ActDefined in rule 2(a): Act means the Companies Act,2013 (18 of 2013)" means the Companies ActDefined in rule 2(a): Act means the Companies Act,2013 (18 of 2013),2013 (18 of 2013);
(b) "controlDefined in rule 2(b): control means control as defined in clause (27) of section 2 of the Act" means controlDefined in rule 2(b): control means control as defined in clause (27) of section 2 of the Act as defined in clause (27) of section 2 of the ActDefined in rule 2(a): Act means the Companies Act,2013 (18 of 2013)
(c) "formDefined in rule 2(c): form means the form specified in Annexure to these rules" means the formDefined in rule 2(c): form means the form specified in Annexure to these rules specified in Annexure to these rules;
(d) "majority stakeDefined in rule 2(d): majority stake means; (i) holding more than one half of the equity share capital in the body corporate; or (ii) holding more than one half of the voting rights in the body corporate; or (iii) having the right to receive or participate in more than one half of the distributable dividend or any other distribution by t..." means;-
(i) holding more than one-half of the equity share capital in the body corporate; or
(ii) holding more than one-half of the voting rights in the body corporate; or
(iii) having the right to receive or participate in more than one-half of the distributable dividend or any other distribution by the body corporate;
(e) "partnership entityDefined in rule 2(e): partnership entity means a partnership firm registered under the Indian Partnership Act,1932 (9 of 1932) or a limited liability partnership registered under the Limited Liability Partnership Act, 2008 (6 of 2009)" means a partnership firm registered under the Indian Partnership ActDefined in rule 2(a): Act means the Companies Act,2013 (18 of 2013),1932 (9 of 1932) or a limited liability partnership registered under the Limited Liability Partnership ActDefined in rule 2(a): Act means the Companies Act,2013 (18 of 2013), 2008 (6 of 2009);
(f) "reporting companyDefined in rule 2(f): reporting company means a company as defined in clause (20) of section 2 of the Act, required to comply with the requirements of section 90 of the Act" means a company as defined in clause (20) of section 2 of the ActDefined in rule 2(a): Act means the Companies Act,2013 (18 of 2013), required to comply with the requirements of section 90 of the ActDefined in rule 2(a): Act means the Companies Act,2013 (18 of 2013);
(g) "sectionDefined in rule 2(g): section means a section of the Act" means a sectionDefined in rule 2(g): section means a section of the Act of the ActDefined in rule 2(a): Act means the Companies Act,2013 (18 of 2013);
(h) "significant beneficial ownerDefined in rule 2(h): significant beneficial owner in relation to a reporting company means an individual referred to in sub section (1) of section 90, who is acting alone or together, or through one or more persons or trust, possesses one or more of the following rights or entitlements in such reporting company, namely: (i) holds indire..." in relation to a reporting companyDefined in rule 2(f): reporting company means a company as defined in clause (20) of section 2 of the Act, required to comply with the requirements of section 90 of the Act means an individual referred to in sub-section (1) of section 90, who is acting alone or together, or through one or more persons or trust, possesses one or more of the following rights or entitlements in such reporting companyDefined in rule 2(f): reporting company means a company as defined in clause (20) of section 2 of the Act, required to comply with the requirements of section 90 of the Act, namely:-
(i) holds indirectly, or together with any direct holdings, not less than ten per cent. of the shares;
(ii) holds indirectly, or together with any direct holdings, not less than ten per cent. of the voting rights in the shares;
(iii) has right to receive or participate in not less than ten per cent. of the total distributable dividend, or any other distribution, in a financial year through indirect holdings alone, or together with any direct holdings;
(iv) has right to exercise, or actually exercises, significant influenceDefined in rule 2(i): significant influence means the power to participate, directly or indirectly, in the financial and operating policy decisions of the reporting company but is not control or joint control of those policies'. (2) Words and expressions used in these rules but not defined and defined in the Act or in Companies (Specific... or controlDefined in rule 2(b): control means control as defined in clause (27) of section 2 of the Act, in any manner other than through direct holdings alone:
Explanation I. - For the purpose of this clause, if an individual does not hold any right or entitlement indirectly under sub-clauses (i), (ii) or (iii), he shall not be considered to be a significant beneficial ownerDefined in rule 2(h): significant beneficial owner in relation to a reporting company means an individual referred to in sub section (1) of section 90, who is acting alone or together, or through one or more persons or trust, possesses one or more of the following rights or entitlements in such reporting company, namely: (i) holds indire....
Explanation II - For the purpose of this clause, an individual shall be considered to hold a right or entitlement directly in the reporting companyDefined in rule 2(f): reporting company means a company as defined in clause (20) of section 2 of the Act, required to comply with the requirements of section 90 of the Act, if he satisfies any of the following criteria, namely.-
(i) the shares in the reporting companyDefined in rule 2(f): reporting company means a company as defined in clause (20) of section 2 of the Act, required to comply with the requirements of section 90 of the Act representing such right or entitlement are held in the name of the individual;
(ii) the individual holds or acquires a beneficial interest in the share of the reporting companyDefined in rule 2(f): reporting company means a company as defined in clause (20) of section 2 of the Act, required to comply with the requirements of section 90 of the Act under sub_sectionDefined in rule 2(g): section means a section of the Act (2) of section 89, and has made a declaration in this regard to the reporting companyDefined in rule 2(f): reporting company means a company as defined in clause (20) of section 2 of the Act, required to comply with the requirements of section 90 of the Act.
Explanation III. - For the purpose of this clause, an individual shall be considered to hold a right or entitlement indirectly in the reporting companyDefined in rule 2(f): reporting company means a company as defined in clause (20) of section 2 of the Act, required to comply with the requirements of section 90 of the Act, if he satisfies any of the following criteria, in respect of a member of the reporting companyDefined in rule 2(f): reporting company means a company as defined in clause (20) of section 2 of the Act, required to comply with the requirements of section 90 of the Act, namely: -
(i) where the member of the reporting companyDefined in rule 2(f): reporting company means a company as defined in clause (20) of section 2 of the Act, required to comply with the requirements of section 90 of the Act is a body corporate (whether incorporated or registered in India or abroad), other than limited liability partnership, and the individual,-
(a) holds majority stakeDefined in rule 2(d): majority stake means; (i) holding more than one half of the equity share capital in the body corporate; or (ii) holding more than one half of the voting rights in the body corporate; or (iii) having the right to receive or participate in more than one half of the distributable dividend or any other distribution by t... in that member; or
(b) holds majority stakeDefined in rule 2(d): majority stake means; (i) holding more than one half of the equity share capital in the body corporate; or (ii) holding more than one half of the voting rights in the body corporate; or (iii) having the right to receive or participate in more than one half of the distributable dividend or any other distribution by t... in the ultimate holding company (whether incorporated or registered in India or abroad) of that member;
(ii) where the member of the reporting companyDefined in rule 2(f): reporting company means a company as defined in clause (20) of section 2 of the Act, required to comply with the requirements of section 90 of the Act is a Hindu Undivided Family (HUF) (through karta), and the individual is the karta of the HUF;
(iii) where the member of the reporting companyDefined in rule 2(f): reporting company means a company as defined in clause (20) of section 2 of the Act, required to comply with the requirements of section 90 of the Act is a partnership entityDefined in rule 2(e): partnership entity means a partnership firm registered under the Indian Partnership Act,1932 (9 of 1932) or a limited liability partnership registered under the Limited Liability Partnership Act, 2008 (6 of 2009) (through itself or a partner), and the individual,-
(a) is a partner; or
(b) holds majority stakeDefined in rule 2(d): majority stake means; (i) holding more than one half of the equity share capital in the body corporate; or (ii) holding more than one half of the voting rights in the body corporate; or (iii) having the right to receive or participate in more than one half of the distributable dividend or any other distribution by t... in the body corporate which is a partner of the partnership entityDefined in rule 2(e): partnership entity means a partnership firm registered under the Indian Partnership Act,1932 (9 of 1932) or a limited liability partnership registered under the Limited Liability Partnership Act, 2008 (6 of 2009); or
(c) holds majority stakeDefined in rule 2(d): majority stake means; (i) holding more than one half of the equity share capital in the body corporate; or (ii) holding more than one half of the voting rights in the body corporate; or (iii) having the right to receive or participate in more than one half of the distributable dividend or any other distribution by t... in the ultimate holding company of the body corporate which is a partner of the partnership entityDefined in rule 2(e): partnership entity means a partnership firm registered under the Indian Partnership Act,1932 (9 of 1932) or a limited liability partnership registered under the Limited Liability Partnership Act, 2008 (6 of 2009).
(iv) where the member of the reporting companyDefined in rule 2(f): reporting company means a company as defined in clause (20) of section 2 of the Act, required to comply with the requirements of section 90 of the Act is a trust (through trustee), and the individual,-
(a) is a trustee in case of a discretionary trust or a charitable trust;
(b) is a beneficiary in case of a specific trust;
(c) is the author or settlor in case of a revocable trust.
(v) where the member of the reporting companyDefined in rule 2(f): reporting company means a company as defined in clause (20) of section 2 of the Act, required to comply with the requirements of section 90 of the Act is,-
(a) a pooled investment vehicle; or
(b) an entity controlled by the pooled investment vehicle,
based in member State of the Financial Action Task Force on Money Laundering and the regulator of the securities market in such member State is a member of the International Organization of Securities Commissions, and the individual in relation to the pooled investment vehicle,-
(A) is a general partner; or
(B) is an investment manager; or
(C) is a Chief Executive Officer where the investment manager of such pooled vehicle is a body corporate or a partnership entityDefined in rule 2(e): partnership entity means a partnership firm registered under the Indian Partnership Act,1932 (9 of 1932) or a limited liability partnership registered under the Limited Liability Partnership Act, 2008 (6 of 2009).
Explanation IV. Where the member of a reporting companyDefined in rule 2(f): reporting company means a company as defined in clause (20) of section 2 of the Act, required to comply with the requirements of section 90 of the Act is,
(i) a pooled investment vehicle; or
(ii) an entity controlled by the pooled investment vehicle,
based in a jurisdiction which does not fulfil the requirements referred to in clause (v) of Explanation III, the provisions of clause (i) or clause (ii) or clause (iii) or clause (iv) of Explanation III, as the case may be, shall apply.
Explanation V. - For the purpose of this clause, if any individual, or individuals acting through any person or trust, actDefined in rule 2(a): Act means the Companies Act,2013 (18 of 2013) with a common intent or purpose of exercising any rights or entitlements, or exercising controlDefined in rule 2(b): control means control as defined in clause (27) of section 2 of the Act or significant influenceDefined in rule 2(i): significant influence means the power to participate, directly or indirectly, in the financial and operating policy decisions of the reporting company but is not control or joint control of those policies'. (2) Words and expressions used in these rules but not defined and defined in the Act or in Companies (Specific..., over a reporting companyDefined in rule 2(f): reporting company means a company as defined in clause (20) of section 2 of the Act, required to comply with the requirements of section 90 of the Act, pursuant to an agreement or understanding, formal or informal, such individual, or individuals, acting through any person or trust, as the case may be, shall be deemed to be 'acting together'.
Explanation VI. - For the purposes of this clause, the instruments in the formDefined in rule 2(c): form means the form specified in Annexure to these rules of global depository receipts, compulsorily convertible preference shares or compulsorily convertible debentures shall be treated as 'shares'.
(i) "significant influenceDefined in rule 2(i): significant influence means the power to participate, directly or indirectly, in the financial and operating policy decisions of the reporting company but is not control or joint control of those policies'. (2) Words and expressions used in these rules but not defined and defined in the Act or in Companies (Specific..." means the power to participate, directly or indirectly, in the financial and operating policy decisions of the reporting companyDefined in rule 2(f): reporting company means a company as defined in clause (20) of section 2 of the Act, required to comply with the requirements of section 90 of the Act but is not controlDefined in rule 2(b): control means control as defined in clause (27) of section 2 of the Act or joint controlDefined in rule 2(b): control means control as defined in clause (27) of section 2 of the Act of those policies'.
(2) Words and expressions used in these rules but not defined and defined in the ActDefined in rule 2(a): Act means the Companies Act,2013 (18 of 2013) or in Companies (Specification of Definitions Details) Rules, 2014 shall have the meanings respectively assigned to them in the ActDefined in rule 2(a): Act means the Companies Act,2013 (18 of 2013) and the said Rules.
2A. Duty of the reporting companyDefined in rule 2(f): reporting company means a company as defined in clause (20) of section 2 of the Act, required to comply with the requirements of section 90 of the Act.-
(1) Every reporting companyDefined in rule 2(f): reporting company means a company as defined in clause (20) of section 2 of the Act, required to comply with the requirements of section 90 of the Act shall take necessary steps to find out if there is any individual who is a significant beneficial ownerDefined in rule 2(h): significant beneficial owner in relation to a reporting company means an individual referred to in sub section (1) of section 90, who is acting alone or together, or through one or more persons or trust, possesses one or more of the following rights or entitlements in such reporting company, namely: (i) holds indire..., as defined in clause (h) of rule 2, in relation to that reporting companyDefined in rule 2(f): reporting company means a company as defined in clause (20) of section 2 of the Act, required to comply with the requirements of section 90 of the Act, and if so, identify him and cause such individual to make a declaration in FormDefined in rule 2(c): form means the form specified in Annexure to these rules No. BEN-1 .
(2) Without prejudice to the generality of the steps stated in sub-rule (1), every reporting companyDefined in rule 2(f): reporting company means a company as defined in clause (20) of section 2 of the Act, required to comply with the requirements of section 90 of the Act shall in all cases where its member (other than an individual), holds not less than ten per cent. of its;-
(a) shares, or
(b) voting rights, or
(c) right to receive or participate in the dividend or any other distribution payable in a financial year,
give notice to such member, seeking information in accordance with sub-section (5) of section 90, in FormDefined in rule 2(c): form means the form specified in Annexure to these rules No. BEN-4 .
R. 3 Declaration of significant beneficial ownership in shares under section 90.
3. Declaration of significant beneficial ownership under section 90.-
(1) On the date of commencement of the Companies (Significant Beneficial Owners) Amendment Rules, 2019, every individual who is a significant beneficial ownerDefined in rule 2(h): significant beneficial owner in relation to a reporting company means an individual referred to in sub section (1) of section 90, who is acting alone or together, or through one or more persons or trust, possesses one or more of the following rights or entitlements in such reporting company, namely: (i) holds indire... in a reporting companyDefined in rule 2(f): reporting company means a company as defined in clause (20) of section 2 of the Act, required to comply with the requirements of section 90 of the Act, shall file a declaration in FormDefined in rule 2(c): form means the form specified in Annexure to these rules No. BEN-1 to the reporting companyDefined in rule 2(f): reporting company means a company as defined in clause (20) of section 2 of the Act, required to comply with the requirements of section 90 of the Act within ninety days from such commencement.
(2) Every individual, who subsequently becomes a significant beneficial ownerDefined in rule 2(h): significant beneficial owner in relation to a reporting company means an individual referred to in sub section (1) of section 90, who is acting alone or together, or through one or more persons or trust, possesses one or more of the following rights or entitlements in such reporting company, namely: (i) holds indire.../ or where his significant beneficial ownership undergoes any change shall file a declaration in FormDefined in rule 2(c): form means the form specified in Annexure to these rules No. BEN-1 to the reporting companyDefined in rule 2(f): reporting company means a company as defined in clause (20) of section 2 of the Act, required to comply with the requirements of section 90 of the Act, within thirty days of acquiring such significant beneficial ownership or any change therein.
Explanation.- Where an individual becomes a significant beneficial ownerDefined in rule 2(h): significant beneficial owner in relation to a reporting company means an individual referred to in sub section (1) of section 90, who is acting alone or together, or through one or more persons or trust, possesses one or more of the following rights or entitlements in such reporting company, namely: (i) holds indire..., or where his significant beneficial ownership undergoes any change, within ninety days of the commencement of the Companies (Significant Beneficial Owners) Amendment Rules, 2019, it shall be deemed that such individual became the significant beneficial ownerDefined in rule 2(h): significant beneficial owner in relation to a reporting company means an individual referred to in sub section (1) of section 90, who is acting alone or together, or through one or more persons or trust, possesses one or more of the following rights or entitlements in such reporting company, namely: (i) holds indire... or any change therein happened on the date of expiry of ninety days from the date of commencement of said rules, and the period of thirty days for filing will be reckoned accordingly.
R. 4 Return of significant beneficial owners in shares.
4. Return of significant beneficial owners in shares.- Upon receipt of declaration under rule 3, the reporting companyDefined in rule 2(f): reporting company means a company as defined in clause (20) of section 2 of the Act, required to comply with the requirements of section 90 of the Act shall file a return in FormDefined in rule 2(c): form means the form specified in Annexure to these rules No. BEN-2 with the Registrar in respect of such declaration, within a period of thirty days from the date of receipt of such declaration by it, along with the fees as prescribed in Companies (Registration offices and fees) Rules, 2014.
Chapter II
4 rules
Register, Notice and Tribunal
R. 5 Register of significant beneficial owners.
5. Register of significant beneficial owners
(1) The company shall maintain a register of significant beneficial owners in FormDefined in rule 2(c): form means the form specified in Annexure to these rules No. BEN-3.
(2) The register shall be open for inspection during business hours, at such reasonable time of not less than two hours, on every working day as the board may decide, by any member of the company on payment of such fee as may be specified by the company but not exceeding fifty rupees for each inspection.
R. 6 Notice seeking information about significant beneficial owners.
6. Notice seeking information about significant beneficial owners
A company shall give notice seeking information in accordance with under sub-section (5) of section 90, in FormDefined in rule 2(c): form means the form specified in Annexure to these rules No. BEN-4.
R. 7 Application to the Tribunal.
7. Application to the Tribunal.- The reporting companyDefined in rule 2(f): reporting company means a company as defined in clause (20) of section 2 of the Act, required to comply with the requirements of section 90 of the Act shall apply to the Tribunal, -
(i) where any person fails to give the information required by the notice in FormDefined in rule 2(c): form means the form specified in Annexure to these rules No. BEN-4 , within the time specified therein; or
(ii) where the information given is not satisfactory,
in accordance with sub-section (7) of section 90, for order directing that the shares in question be subject to restrictions, including -
(a) restrictions on the transfer of interest attached to the shares in question;
(b) suspension of the right to receive dividend or any other distribution in relation to the shares in question;
(c) suspension of voting rights in relation to the shares in question;
(d) any other restriction on all or any of the rights attached with the shares in question.
R. 8 Non-Applicability
8. Non-Applicability.-These rules shall not be made applicable to the extent the share
of the reporting companyDefined in rule 2(f): reporting company means a company as defined in clause (20) of section 2 of the Act, required to comply with the requirements of section 90 of the Act is held by,-
(a) the authority constituted under sub-section (5) of section 125 of the ActDefined in rule 2(a): Act means the Companies Act,2013 (18 of 2013);
(b) its holding reporting companyDefined in rule 2(f): reporting company means a company as defined in clause (20) of section 2 of the Act, required to comply with the requirements of section 90 of the Act:
Provided that the details of such holding reporting companyDefined in rule 2(f): reporting company means a company as defined in clause (20) of section 2 of the Act, required to comply with the requirements of section 90 of the Act shall be reported in FormDefined in rule 2(c): form means the form specified in Annexure to these rules No. BEN-2.
(c) the Central Government, State Government or any local Authority;
(d) (i) a reporting companyDefined in rule 2(f): reporting company means a company as defined in clause (20) of section 2 of the Act, required to comply with the requirements of section 90 of the Act, or
(ii) a body corporate, or
(iii) an entity, controlled by the Central Government or by any State Government or Governments, or partly by the Central Government and partly by one or more State Governments;
(e) Securities and Exchange Board of India registered Investment Vehicles such as mutual funds, alternative investment funds (AIF), Real Estate Investment Trusts (REITs), Infrastructure Investment Trust (lnVITs) regulated by the Securities and Exchange Board of India,
(f)lnvestment Vehicles regulated by Reserve Bank of India, or Insurance Regulatory and Development Authority of India, or Pension Fund Regulatory and Development Authority.
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