A UK Ltd (Registered in the UK) was holding 25% holding in B Ltd (registered in India).
Now ownership of A UK Ltd was transferred to C UK Ltd.
Therefore there is an indirect change of beneficiary ownership of B Ltd ( registered in India)
Is there any FEMA filing requirement in RBI by B Ltd or A UK Ltd?
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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 ?
amendment
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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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Hi,
In case of a wholly owned subsidiary, 1 share is held by an individual member who is the registered owner of this share. This 1 share is to be transferred to another person, who is a director in the WOS. We would take Form SH4 and get it signed by the transferor and transferee and also have the board resolution passed to approve the transfer. Please let me know if there is any other compliance to be done with regard to the above. We will take declarations as required u/s89 after the transfer is done.
owner
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Hi,
In case of a wholly owned subsidiary, 1 share is held by an individual member who is the registered owner of this share. This 1 share is to be transferred to another person, who is a director in the WOS. We would take Form SH4 and get it signed by the transfer or and transfer and also have the board resolution passed to approve the transfer. Please let me know if there is any other compliance to be done with regard to the above. We will take declarations as required u/s89 after the transfer is done.
owner
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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.
under
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Dear Experts,
Many professionals registers housing society / owners association as section 8 company.
Which type of company is advisable to register ? Company ltd by shares or guarantee ?
Need your valuable inputs.
association
owners
company
section
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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beneficial
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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beneficial
significant
The assessee is a partnership firm engaged in construction activity. In has purchased land during the year 2006-07, and has started construction in 2012 and has done work to the extent of Rs. 50,00,000. Later on due to funds scarcity, it has entered into a development agreement with other company for the construction of flats in 2014. Construction was completed in the year 2018 and land owner has received his share of flats and started selling its share. How to treat the same in the books of landowner who is engaged in same business. Whether to calculate capital gains or business income. Kindly explain.
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construction
activity
owner
land
development
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