Beneficial Ownership Mapping
Ownership-chain mapping for Indian and overseas holding structures, including indirect and layered holdings and relevant control arrangements.
Corporate Ownership & Disclosures · Hubballi & India
Significant Beneficial Ownership — SBO and BEN-2
Significant beneficial ownership compliance seeks to identify the individuals who ultimately hold or exercise the prescribed beneficial interests or.
Scope of work
What this Service Covers
Significant beneficial ownership compliance seeks to identify the individuals who ultimately hold or exercise the prescribed beneficial interests or control through direct and indirect arrangements. It requires analysis of ownership chains and relevant exemptions rather than merely recording the immediate registered shareholder.
BEN-1 and BEN-2 Compliance
Review of prescribed significant beneficial ownership tests and declarations, including BEN-1 and BEN-2 where applicable.
Company Records & Notices
Maintenance of beneficial ownership records, company notices, board reporting and appropriate supporting documentation.
Change Monitoring
Change monitoring during share transfers, restructurings, funding rounds and changes in controlling arrangements.
Process
Professional Work Process
The following sequence describes the usual documentation and review stages for this type of matter.
01
Confirm the corporate facts
Review entity particulars, shareholding, management and proposed events.
02
Identify legal requirements
Map applicable approvals, forms, registers and current rules.
03
Prepare documentary trail
Compile accurate notices, resolutions, statutory records and form inputs.
04
Reconcile and close
Check filing acknowledgements against the underlying corporate record.
Common questions
Frequently Asked Questions
What is the significance of the 10% threshold in SBO analysis?
Under the Companies (Significant Beneficial Owners) Rules, 2018, the reporting tests generally examine an individual’s indirect or combined holding of at least 10% of shares/voting rights/distributable dividend or significant influence/control, subject to definitions, exemptions and aggregation. A mere direct registered holding is not automatically the same as an indirect SBO interest. Legal reference: Companies Act, 2013, s. 90; Companies (Significant Beneficial Owners) Rules, 2018. Primary / professional source
Who files BEN-1 and who files BEN-2?
A qualifying individual makes the prescribed declaration in BEN-1 to the reporting company. The company subsequently files BEN-2 with ROC within the time prescribed under rule 4 after receipt of the declaration and maintains the SBO register. Statutory exemptions must be examined. Legal reference: Companies Act, 2013, s. 90; SBO Rules, 2018, rr. 3–5. Primary / professional source
Can a corporate group ignore SBO rules because share ownership is shown in its holding structure?
No. The assessment looks beyond the first corporate member to ultimate individual interests, control and statutory exemptions. A complete shareholding chart and relevant ownership/control documents are needed before deciding whether BEN-1/BEN-2 applies. Legal reference: Companies Act, 2013, s. 90; SBO Rules, 2018. Primary / professional source
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Professional correspondence
Office & contact details
Enquiries regarding the practice and its areas of work may be addressed to the firm through the published contact details.