Section 89 of the Companies Act, 2013
Section 90 of the Companies Act, 2013 deals with the register of significant beneficial owners in a company. This provision was introduced to ensure transparency in corporate ownership structures, especially to prevent the misuse of complex ownership chains for illegal activities like money laundering or tax evasion.
🔍 Key Provisions of Section 90 (As Amended)
1. Declaration by Significant Beneficial Owner (SBO):
Every individual who:
Holds beneficial interest (directly or indirectly),
Not less than 10% of shares, voting rights, or has significant influence or control in the company,
must declare their interest to the company in the prescribed form (Form BEN-1).
2. Duty of the Company:
The company must:
Maintain a register of SBOs (Form BEN-3),
File a return with the Registrar of Companies (ROC) (Form BEN-2),
Take necessary steps to identify SBOs.
3. Notice by the Company:
If a company believes that a person is an SBO but hasn’t declared it, it may send a notice to that person requiring information.
4. Restrictions on Non-Disclosure:
If the required declaration is not made:
The shares in question may have restrictions imposed (e.g., no transfer, no voting rights, etc.),
The Tribunal (NCLT) may order such restrictions after giving an opportunity to be heard.
5. Penalties:
For non-disclosure by SBO: Fine of ₹1 lakh and ₹1,000 for each day of default.
For company and its officers: Same as above.
For providing false information: Punishable with imprisonment up to 1 year or fine up to ₹10 lakh or both.
📝 Related Forms:
BEN-1: Declaration by SBO to the company
BEN-2: Return of SBO with ROC
BEN-3: Register of SBO maintained by the company
BEN-4: Notice by the company to a person it believes is an SBO
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