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Significant beneficial owner: BEN-1, BEN-2 and BEN-3

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Section 90 of the Companies Act requires companies to identify the individuals who ultimately own or control them, even through other companies or trusts. These are significant beneficial owners (SBOs). The company records them and reports them to the Registrar in BEN-2.

Who is an SBO

An individual is an SBO if, directly or indirectly, alone or together with others, they:

  • Hold at least 10% of the shares,
  • Hold at least 10% of the voting rights,
  • Have the right to receive at least 10% of distributable dividends, or
  • Exercise significant influence or control in any other way.

Founders holding shares directly in their own names are shareholders, not indirect SBOs, and usually do not trigger BEN-2. The rules mainly target ownership through other entities.

The three forms

FormFiled byWhen
BEN-1The SBO, to the companyWithin 90 days of becoming an SBO, or any change
BEN-2The company, to the RegistrarWithin 30 days of receiving BEN-1
BEN-3Register kept by the companyOngoing
BEN-4Notice by company to members to identify SBOsAs needed

Frequently asked questions

Usually not, if all shares are held directly by individuals. It applies when a shareholder is a company, LLP, trust or other entity behind which an individual has control.

The company can send BEN-4 and, if unanswered, apply to the Tribunal to restrict the shares. Penalties apply to the SBO and the company.

This guide is general information, not legal advice. Government fees and procedures change; confirm current figures before you file.

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