BEN-2
Return of significant beneficial owners. File the company’s return of significant beneficial owners declared to it.
| Who files | Companies that receive a BEN-1 declaration, or that otherwise have an SBO to report. |
|---|---|
| Governing law | Section 90 |
| Due | Within 30 days of receiving the declaration. |
| How it is filed | MCA V3. |
| Fee | Normal fee. |
| Certification | Practising professional. |
The law
Section 90 and the Significant Beneficial Ownership Rules. One path is the holding, voting or dividend right the rules set out, including the 10% figure. Significant influence or control is a separate path. The individual, not the company in between, is the significant beneficial owner.
The deadline
BEN-2 within 30 days of receiving the BEN-1 declaration.
If it is missed
Section 90 has its own penalty, on the company, the officer and the beneficial owner. The figure has been substituted more than once. It is not printed here.
The remedy
File BEN-2. If the person will not declare, send BEN-4. The company may then apply to the Tribunal to restrict the rights on those shares. A late form does not create an owner who was never one.
When to file
- An individual crosses the holding, voting, dividend or control test in the SBO Rules.
Attachments
- BEN-1 declaration
- Holding structure
Steps
- Identify the natural person behind layers.
- Issue BEN-4 if the company needs to compel a declaration.
- File BEN-2 within 30 days of BEN-1.
Questions
- Is 10% the only test?
- No. Significant influence or control can make someone an SBO even below a simple shareholding reading. The rules spell out both paths.
VerifiedAct + Rules — Section 90 and the SBO Rules.