The Ministry of Corporate Affairs (MCA) issued a new notification, amending the Companies (Significant Beneficial Owners) Rules, 2018 and amending the Companies (Management and Administration) Rules, 2014. This significant update introduces changes, particularly in the filing requirements for Form No. MGT-6. This significant update and introduces crucial changes, particularly in the filing requirements for Form No. BEN-2 and MGT-6.
The MCA is taking a big step towards transparent company ownership and better enforcement. They've revamped the rules for disclosing who ultimately owns and controls businesses.
This means companies now need to file new forms with the Registrar of Companies (RoC). These forms (BEN-2 and MGT-6) detail information on 'Significant Beneficial Owners' (SBO) (those with major control) and overall 'Beneficial Ownership.' This makes it easier for companies to keep their ownership records up-to-date and reflects any changes in control. The changes promote transparency and ensure companies comply with regulations.
Highlights of the notification
A. BEN-2 Form Updation
- Substitution of the existing Form No. BEN-2 with a new form.
- The new form BEN-2 requires the following two additional disclosures:
-
- For a change in particulars of existing SBO under Section 90
- Change of the existing holding reporting company
- All the details in form BEN-2 required to be mentioned in Excel sheet, shall be uploaded in the web form.
Comparative analysis from MCA V2 and MCA V3
portal
| Form BEN-2 (MCA V2) | Form BEN-2 (MCA V3) |
|---|---|
Purpose of filing the form
|
Purpose of filing the form
|
B. MGT-6 Form Updation
Substitution of the existing Form No. MGT-6 with a new form. MCA
has made an amendment in Form MGT-6 to its launch on the V-3
portal. Going forward, the following, mentioned details are also
required to be considered while filing the said form:
- Email ID of the Company
- Number of Registered Owners for whom the form is being filed
- Type of shares
- Class of shares
- Income Tax PAN/Passport Number/Other Registration Number
- Whether BO ID is available
- ID of Beneficial Owner
- Income Tax PAN/Passport
| Our Comments The MCA is tightening its grip on company ownership, especially for foreign-owned businesses. In the recent quarter, they penalized several unlisted companies, including Microsoft and its subsidiaries, for failing to identify or report their SBOs. Previously, some companies claimed they had no SBOs because their ultimate owners were corporations or investment funds. However, the new rules clarify that the person controlling such entities (like a CEO) should be considered the SBO. This helps identify the real people behind a company. These changes promote transparency and make it harder to hide ownership for tax avoidance or other activities. It aligns with India's broader push for clearer corporate ownership structures and stronger regulations. Here are the key takeaways:
The official notices can be accessed here: |
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