Register of Significant Beneficial Owners (SBO) in a Company By CS Priya Dua

Meaning of Significant Beneficial Owner-

Significant beneficial owner" means an individual referred to in sub-section (1) of section 90 (holding ultimate beneficial interest of not less than ten percent.) read with sub-section [10] of section 89, but whose name is not entered in the register of members of a company as the holder of such shares, and the term 'significant beneficial ownership' shall be construed accordingly.

Explanation l. - For the purpose of this clause, the significant beneficial ownership, in case of persons other than individuals or natural persons, shall be determined as under-

In the case where
the member is

Significant Beneficial Owner

% of Holding in the Share Capital of the Company.


Natural person


Partnership firm

Natural person


Where no natural person identified under the above cases

Senior managing






Explanation II It is hereby clarified that instruments in the form of global depository receipts, compulsorily convertible preference shares or compulsorily convertible debentures shall be treated as ‘shares’ the purpose of this clause.

Declaration by Significant Beneficial Owner:

Every significant beneficial owner shall file a declaration in Form No. BEN-I to the company in which he holds the significant beneficial ownership within thirty days in case of any change in his significant beneficial ownership.

Return of Significant Beneficial Owners in Shares:

Where any declaration is received by the company, it shall file a return in Form No. BEN-2 with the Registrar in respect of such declaration, within a period of thirty days from the date of receipt of a declaration by it, along with the fees as prescribed in companies (Registration offices and fees) Rules, 2014.

Register of Significant Beneficial Owners:

  • Every company shall maintain a register of the interest declared by individuals under sub-section (1) and changes therein which shall include the name of the individual, his date of birth, address, details of ownership in the company and such other details in BEN-3.
  • 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.
Non Applicability:

These rules are not made applicable to the holding of shares of companies/body corporates, in case of pooled investment vehicles/ investment funds such as Mutual Funds, Alternative Investment Funds (AIFs), Real Estate Investment Trusts (REITs) and Infrastructure Investment Trusts (lnvITs) regulated under SEBI Act.

**NOTE: Circular issued by SEBI regarding Disclosure of significant beneficial ownership in the shareholding pattern.

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