Beneficial Interest in Shares Under Section 89: Declaration Checklist
Section 89 is different from the SBO regime but equally important. It applies where the registered holder and beneficial owner of shares are not the same person.
\nFor broader context, see the Companies Act, MCA and Startup Compliance Hub.
Section 89 base
Section 89 requires declaration where a person whose name is entered in the register of members does not hold beneficial interest, and where a person holds or acquires beneficial interest in shares.
Use the Companies Act Related-Party Transaction Approval Checker to work through the related inputs before acting.
\nWhen to investigate
| Structure | Question |
|---|---|
| Nominee holding | Who has economic benefit? |
| Trust or family arrangement | Who is registered owner and who is beneficial owner? |
| Investment held through another person | Is Section 89 declaration required? |
| Funding round with nominee entity | Does registered owner differ from beneficial owner? |
| Annual diligence | Do register, declarations and annual return align? |
For the connected rule, example or next step, see Preference Shares Issue and Redemption Under Section 55.
\nCompany controls
- Collect declarations from registered holder and beneficial owner where applicable.
- Record declarations in statutory register.
- File required return with Registrar where triggered.
- Reconcile with SBO review under Section 90 separately.
- Preserve structure chart and declaration trail.
For the connected rule, example or next step, see Rights Issue and Further Issue of Shares Under Section 62.
\nFinin2min warning
For the connected rule, example or next step, see Borrowing Limits and Asset Sale Under Section 180: Special Resolution Checklist.
\nOfficial sources used
This article is intentionally source-limited to official India Code / MCA material. Verify final filing positions with the latest Act, Rules, MCA forms and portal advisories before publishing.
- India Code: Section 89 — Declaration in Respect of Beneficial Interest in Shares
- India Code: Section 88 — Register of Members etc.
- India Code: Section 90 — Register of Significant Beneficial Owners
- India Code: Companies Act, 2013 official PDF
FAQs
Section 89 covers declaration in respect of beneficial interest in shares.
No. SBO under Section 90 is a separate significant beneficial ownership regime.
Both the company and relevant shareholders/beneficial owners should maintain declaration evidence.
Source and review trail
Use the current official instrument, portal or regulator publication before acting. This panel separates the category authority from page-specific references.
- Primary category
- Companies Act & MCA
- Official starting point
- www.mca.gov.in
Page source links
- India Code: Companies Act, 2013 official PDF
- India Code: Section 88 — Register of Members etc.
- India Code: Section 89 — Declaration in Respect of Beneficial Interest in Shares
- India Code: Section 90 — Register of Significant Beneficial Owners
- Companies Act, 2013 and subordinate legislation on India Code \n