Dear Members,
Who is the ultimate beneficial owner in the case of Institutions, Foreign Investors, etc. for the purpose of regulation 73(1)(e)?
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As per Section: 90. Register of significant beneficial owners in a company
Every individual, who acting alone or together, or through one or more persons or trust, including a trust and persons resident outside India, holds beneficial interests, of not less than twenty-five per cent. or such other percentage as may be prescribed, in shares of a company or the right to exercise, or the actual exercising of significant influence or control as defined in clause (27) of section 2, over the company (herein referred to as “significant beneficial owner”), shall make a declaration to the company, specifying the nature of his interest and other particulars, in such manner and within such period of acquisition of the beneficial interest or rights and any change thereof, as may be prescribed:
Concerned: Companies (Significant Beneficial Owners) Amendment Rules
"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 the body corporate;
“significant beneficial owner” in relation to a reporting company means an individual referred to in sub-section (1) of Section 90, who 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 indirectly, or together with any direct holdings, not less than ten percent, of the shares; (ii) holds indirectly, or together with any direct holdings, not less than ten percent, 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 influence or control, in any manner other than through direct-holdings alone:
For the purpose of this clause, an individual shall be considered to hold a right or entitlement indirectly in the reporting company, if he satisfies any of the following criteria, in respect of a member of the reporting company, namely: - (i) where the member of the reporting company is a body corporate (whether incorporated or registered in India or abroad), other than a limited liability partnership, and the individual, (a) holds majority stake in that member; or (b) holds majority stake in the ultimate holding company (whether incorporated or registered in India or abroad) of that member;
BEN-1: Every individual, who subsequently becomes a significant beneficial owner or where his significant beneficial ownership undergoes any change, shall file a declaration in Form No. BEN-1 to the reporting company, within 30 days of acquiring such significant beneficial ownership or any change therein.
BEN-2: Upon receipt of declaration, the reporting company shall file a return in Form No. BEN-2 with the Registrar within a period of thirty days from the date of receipt of such declaration.
How to determine the SBO ?
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Dear Members,
Greetings!!
If shares are registered on the name of Mr.A ( registered Owner) in Regsiter of Members, and beneficial interest in held by Mr. B ( beneficial owner) then income tax payment is to be made by whom on dividend amount, Mr. A or Mr. B, please suggest.
Thanks in Advance.
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Dear Learned Members,
Please advise on the below query relating to significant beneficial owners:
‘A’ was the Significant Beneficial Owner in the reporting company by virtue of shareholding in the member company and BEN2 was filed in respect of him
Now A has sold all his shareholding in the member company due to which he ceases to be shareholder in the member company. He has given intimation to the reporting company regarding his ceasing to be shareholder in the member company. Member company’s shareholding in the reporting company has not changed.
Query 1 ) How his status will be updated by reporting company now by BEN2?
Query 2 ) Whether 0 % shareholding be filled in BEN2?
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Dear All,
Anyone have a format of ultimate beneficial owner under SBO rules ?
Kindly share.
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Dear friend,
I need a clarification on the following
In a pvt Ltd co, there were 2 shareholders - one shareholder was a body corporate and another an individual.
Pvt Ltd co was the holding co
There after this pvt Ltd co transferred it's shares to another pvt Ltd co and the shares held by the individual were stated to be held by the individual as regd holder of those shares and the beneficial interest being with the holding co so as to make it a 100% subsidiary . This happened under the 1956 Act.
Now the shares held by the regd holder is also to be recorded as shares held by the beneficial owner. How is it to be done? Will it amount to share transfer or no, has share transfer duty to be paid?
Pl share your views on this. It is a bit urgent please.
Regards,
In case of change of shareholding of the beneficial owner, is it possible to file subsequent BEN-2 of same company?
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Dear members
for filing the BEN 2 relating to " change in significant beneficial interest" then whether we have to fill only the changes in the shareholding or we have to give the complete data as we had given in the BEN 2 filed originally i.e. "for declaration of Significant Beneficial Ownership under Section 90".
pls confirm.
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As per sec-90 significant beneficial owner needs to give the declaration in FORM-BEN-1, who holds more than 10%. my company is a wholly owned subsidiary co. of a foreign company and there is no such individual found who holds more than 10%, in such case senior managing official has to give the declaration. so my question is senior managing official of the reporting entity or the parent co. needs to give the declaration in FORM-BEN-1? Another ques of mine is that there is no such definition of senior managing official given in the section and the rules...so who will be treated as the senior managing official?? '
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Partnership Firm cannot be a Shareholder. But can it hold beneficial interest under Section 89.
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Transfer of beneficial interest in equity shares of Indian company from individual shareholder to foreign corporate shareholder who hold majority shareholding and is the 99.80 % shareholder under section 89. Does this transfer need to file FCTRS form of RBI?
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Hello All
I am having one Holding and its 4 Subsidiaries, For BEN-2 will be the reporting company and the shareholders of Holding Company who are having 10 or more than 10% shares they have to give ben-1 declarations to reporting company.
My query is while filing the form-BEN-2 I kept For the declaration of Significant Beneficial Ownership under Section 90
Number of Significant Beneficial Owners for whom the form is being filed -03
Details of First SBO got filled in the Form but while filing the details of Second SBO the CIN of the Holding Company is not getting filled and showing an error message of this.
If anyone knows the solution kindly share.
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