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Jayanta Bandyopadhyay 25 July 2025

Ben2 form on mca portal

Promoter cum Director of family owned unlisted public limited company having stake in another pvt ltd co. Never given BEN1. Can BEN2 be filed without compounding role after 8 years . Penalty? If we do not file-any issue? All are family owned entities. Please guide

1 Replies

Rama chary Rachakonda (Secunderabad/Telangana state Highcourt practice watsapp no.9989324294 ) 25 July 2025

In your case, where a Promoter cum Director of a family-owned unlisted public limited company holds a stake in another private limited company but has not filed BEN-1 for 8 years, the situation involves compliance under the Companies (Significant Beneficial Owners) Rules, 2018.

Here’s a breakdown of the key points:

🧾 Filing BEN-2 Without BEN-1 BEN-1 is a declaration by the significant beneficial owner to the company. BEN-2 is the company’s declaration to the Registrar of Companies (RoC) based on BEN-1. If BEN-1 was never submitted, filing BEN-2 now would be non-compliant, as it relies on BEN-1.

Delay of 8 Years – Can You File Now? Technically, you can still file BEN-1 and BEN-2, but the delay may attract penalties and possible compounding. The MCA may treat this as non-compliance, especially since the rules came into effect in 2018.

Penalties for Non-Filing Under Section 90 of the Companies Act, 2013: The company and every officer in default may be liable to a fine of ₹1 lakh, and in case of continuing default, ₹1,000 per day. The beneficial owner may also face penalties for not disclosing their interest.

What If You Don’t File? Even if all entities are family-owned: Non-filing is still a violation of the Companies Act. It may affect future regulatory scrutiny, due diligence, and compliance ratings. It could also complicate matters during mergers, acquisitions, or funding rounds.

Suggested Action File BEN-1 and BEN-2 immediately. Consider voluntary compounding to mitigate penalties. Consult a corporate law expert for tailored advice and to handle filings properly.

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