MGT-6 vs BEN-2: beneficial interest vs SBO
On MGT-6 vs BEN-2, both are returns an Indian company files with the Registrar of Companies about who really owns its shares, but they answer different questions. Form MGT-6 reports declarations under Section 89 of the Companies Act, 2013, which apply whenever the registered holder of a share is not the person holding the beneficial interest in it. Form BEN-2 reports a significant beneficial owner under Section 90, which engages at 10 percent of shares, voting rights or distributable dividend, and separately wherever an individual has significant influence or control. This guide compares MGT-6 vs BEN-2 across trigger, threshold, who declares and what lands on the public record. It is not investment advice.
Definition
MGT-6 versus BEN-2
are both company returns to the Registrar on beneficial ownership. MGT-6 reports Section 89 declarations, triggered whenever a share's registered owner is not its beneficial owner, with no threshold. BEN-2 reports a Section 90 significant beneficial owner: an individual at 10 percent of shares, votes or dividend, or one with significant influence or control at any size. Source: MCA.
What triggers each filing?
Section 89 is about a split. If the name on the register of members is not the person who holds the beneficial interest in that share, both sides must say so. The registered owner files Form MGT-4 with the company, the beneficial owner files Form MGT-5, each within 30 days, and the company then files Form MGT-6 with the Registrar within 30 days of receiving those declarations. There is no size test at all: one share held by a nominee is enough.
Section 90 is about tracing. It asks which individual ultimately sits behind a holding, running through any body corporate, trust, partnership or pooled vehicle in the chain. Rule 2(1)(h) of the Companies (Significant Beneficial Owners) Rules, 2018 sets four limbs, and any one of them is enough. Three are quantitative and share the same 10 percent figure: shares, voting rights, and the right to receive or participate in the total distributable dividend or other distribution in a financial year, each counted through indirect holdings alone or together with any direct holding. The fourth limb is different. It catches an individual who has the right to exercise, or actually exercises, significant influence or control in any manner other than through direct holdings alone, and it carries no percentage at all. Whichever limb applies, the individual files Form BEN-1 with the company within 30 days and the company files Form BEN-2 with the Registrar within 30 days of receiving it.
No threshold vs 10 percent
Section 89 applies to any registered and beneficial owner split; Section 90's three quantitative tests start at 10 percent, while its significant influence or control test has no threshold
Source: MCA, Companies Act, 2013 and the Companies (Significant Beneficial Owners) Rules, 2018
How do they differ?
| What to check | Form MGT-6 (Section 89) | Form BEN-2 (Section 90) |
|---|---|---|
| Question it answers | Is the registered owner the beneficial owner? | Which individual ultimately owns or controls this? |
| Threshold | None | 10 percent on the share, voting right and dividend tests; no threshold on the significant influence or control test |
| Who can be the subject | Any person or entity holding the beneficial interest | An individual only |
| Declaration to the company | MGT-4 by the registered owner, MGT-5 by the beneficial owner | BEN-1 by the significant beneficial owner |
| Company's return to the Registrar | MGT-6, within 30 days of receiving the declarations | BEN-2, within 30 days of receiving BEN-1 |
| Register kept by the company | Register of members with the beneficial interest noted | Register of significant beneficial owners in BEN-3 |
| If nobody declares | Penalty provisions under Section 89 | BEN-4 notice, then a Section 90(7) application to the NCLT |
A narrow timing carve-out is worth knowing: a specified International Financial Services Centre company gets 60 days rather than 30 to file Form MGT-6.
Which one tells you more about control?
They complement each other rather than compete. MGT-6 is broad and shallow: it flags every nominee arrangement on the register, however small, without telling you who stands at the end of the chain. BEN-2 goes deeper. Its quantitative tests start at 10 percent, its significant influence or control test has no floor, and either way it names an actual individual, which is how it captures control that never shows up as a direct holding.
If you are trying to work out who controls a listed company, read them next to the disclosures built for that purpose: the shareholding pattern for the register as filed, the promoter group definition for who is treated as insiders, persons acting in concert and the SAST disclosure for accumulation under the Takeover Code, and the annual return on Form MGT-7 for the company law snapshot. For how MGT-7 sits against the financial statements filing, see MGT-7 vs AOC-4.
Both MGT-6 and BEN-2 are filed with the Registrar and are visible on the MCA portal. Flock reads disclosure filings and keeps each one dated and linked to its source. What any of it means for your money is your call to make.
Frequently asked questions
What is the difference between MGT-6 and BEN-2?
Both are returns a company files with the Registrar about beneficial ownership. Form MGT-6 reports declarations under Section 89, which apply whenever the registered holder of a share is not the beneficial owner, with no threshold. Form BEN-2 reports a significant beneficial owner under Section 90, which applies at 10 percent of shares, voting rights or distributable dividend, and separately to an individual with significant influence or control. Source: MCA.
Is there a threshold for a Section 89 declaration?
No. Section 89 applies to any share where the registered owner and the beneficial owner differ, however small the holding. The 10 percent figure belongs to Section 90, and even there it governs only the share, voting right and distributable dividend tests. Section 90's significant influence or control test carries no threshold. Source: Companies Act, 2013.
Who files MGT-4, MGT-5 and MGT-6?
The registered owner files Form MGT-4 with the company declaring they do not hold the beneficial interest. The beneficial owner files Form MGT-5. Each is due within 30 days. The company then files Form MGT-6 with the Registrar within 30 days of receiving those declarations. Source: MCA.
Can both filings apply to the same shareholding?
Yes. A holding can trigger a Section 89 declaration because the registered and beneficial owners differ, and separately trigger Section 90 if an individual reaches 10 percent through that chain or has significant influence or control over the company by any other route. The two regimes ask different questions and are reported on different forms. Source: MCA.
Flock tracks these filings, sourced, dated, and linked back to the original. See what smart-money entities disclosed, without the guesswork about what it means.
Disclosures shown are public regulatory filings. Data may be delayed or incomplete. Smart-money entities may no longer hold positions shown. Not investment advice.