Significant Beneficial Owner Under Section 90: BEN-2 Risk Checklist
SBO compliance is where simple cap tables often fail. Section 90 looks through direct ownership to significant beneficial ownership, including acting alone, together, through persons, trusts or foreign structures.
For broader context, see the Companies Act, MCA and Startup Compliance Hub.
Section 90 base
Section 90 requires every individual who, acting alone or together, or through one or more persons or trust, including persons resident outside India, holds significant beneficial interests, to make declaration to the company, and the company maintains register and filing controls.
For the connected rule, example or next step, see Related Party Transactions Under Section 188: Approval and Evidence Checklist.
SBO review table
| Structure | Review question |
|---|---|
| Individual holds shares through company/LLP | Who ultimately controls or benefits? |
| Foreign holding structure | Are resident-outside-India persons part of beneficial chain? |
| Trust / nominee arrangement | Who has beneficial interest or control? |
| Investor rights / pooling | Are persons acting together? |
| Change in ownership/control | Does fresh declaration and filing trigger arise? |
Company evidence file
- Shareholding structure chart.
- Beneficial ownership declaration tracker.
- Register of significant beneficial owners.
- BEN filing acknowledgement where applicable.
- Board note on review outcome.
Finin2min warning
Official sources used
This article is intentionally source-limited to official MCA / India Code material. Verify final filing positions with the latest Act, Rules, MCA forms and portal advisories before publishing.
- India Code: Section 90 — Register of Significant Beneficial Owners
- India Code: Companies (Significant Beneficial Owners) Rules, 2018
- India Code: Companies Act, 2013 official PDF
FAQs
Section 90 covers register of significant beneficial owners in a company.
Yes. Section 90 refers to persons acting alone/together or through persons/trusts, including persons outside India.
Yes. Funding rounds can change indirect ownership/control and trigger review.
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