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Company Law

Tax Guide

What is Significant Beneficial Owner (SBO) under Section 90 and BEN-2?

Key mapping

Under Section 90, every individual who ultimately holds or exercises 10%+ voting/economic rights in a company must be declared as an SBO. The company files BEN-2 within 30 days of receiving the BEN-1 declaration.

Explanation

Significant Beneficial Ownership (Section 90 of Companies Act 2013): every company with assets or turnover > ₹10 crore or listed company must identify individuals who are ultimate beneficial owners — directly or indirectly holding ≥10% shares/voting rights/profit interest, or exercising significant influence. The SBO files BEN-1 with the company; the company files BEN-2 with the ROC within 30 days. Annual disclosure in financial statements required. This is aimed at preventing shell companies and tax evasion. Non-compliance: penalty of ₹1,000/day up to ₹10 lakh on company, ₹1,000/day on officer. Verify on the MCA V3 portal.

Related terms and sections

Section 90SBOSignificant Beneficial OwnerBEN-1BEN-210 percent30 daysMCA

Use this in practice

Company Incorporation →

Related sections

IT Act 2025 Section Mapper →

All section references are sourced from the Income Tax Act 2025 (official gazette, incometaxindia.gov.in) and cross-referenced against CBDT's comparative statement. Always verify on the official portal before filing. This page is for reference only and does not constitute legal or tax advice.