Changes in forms MGT-6 and BEN-2 – An overview - MMJC

Introduction.

The Ministry of Corporate Affairs (‘MCA’) has been relentlessly striving to make the life of corporates easier by reducing the complexity of legal compliances. One such effort taken by MCA is, shifting of important e-forms to MCA V3 portal. Under this ongoing process of shifting the e-forms to new portal, MCA has shifted three more forms, namely, MSME-1, MGT-6, and BEN-2, to V3 portal with effect from 15^th July 2024.

Also, in the process of shifting, the e-forms have undergone some significant changes. In this article we shall discuss about changes in forms MGT-6 and BEN-2.

Background of form MGT-6:

Form MGT-6 comes from section 89(6) read with rule 9(3) of Companies (Management and Administration) rules 2014. When a company receives a declaration from registered owner and beneficial owner regarding holding of beneficial interest, then such declaration is filed by the company with Registrar of Companies (ROC)in form MGT-6. This form is required to be filed within 30 days from receipt of declaration from registered/beneficial owner.

Changes in form MGT-6:

Earlier, the form was on V2 portal of MCA and therefore, it could be downloaded in PDF format and uploaded after filling in the details. But now after shifting to V3 portal, it has become a web-based form and has also undergone some more significant changes. They are as under,

• Feature of PAN verification is introduced wherein, the PAN/Passport number of beneficial owner (BO) is to be mentioned and ‘verify PAN’ tab must be clicked. Thereafter, the details of BO will be crosschecked with PAN database and the BO ID generated after filing the form will be attached to the PAN number entered in the form.
• After successful filing of form, a beneficial owner identification number (BO ID) will be generated which will be useful in future transactions in this regard.
• An option of forgot BO ID is added which can be used to know the BO ID in case it is missing. However, the caveat for using this feature is that BO ID can be retrieved from this process only if it is already linked with PAN number of BO.

Background of form BEN-2:

Form BEN-2 comes from section 90(4) read with rule 4(1) of Companies (Declaration of Significant Beneficial Ownership) Rules, 2018. Companies use this form to intimate the ROC about the details of the Significant Beneficial Owner (‘SBO’) of the company after receiving the declaration in this regard from the SBO. Like MGT-6, this form also must be filed within 30 days from receipt of declaration from SBO.

Changes in form BEN-2:

Just like form MGT-6, this form is also converted to web based form from a normal PDF form.

Apart from the latest version of form BEN-2 has following additional features:

• A new purpose with the name of ‘change in holding reporting company’ is added. This purpose can be used to intimate to ROC about the change in details of holding company, for example, in case of merger etc.
• Earlier, there was one purpose in form called ‘change in significant beneficial ownership.’ Now this purpose is split in two different purposes namely, ‘change in particulars of existing SBO’ and ‘change in existing SBO.’ The first purpose can be used for updating personal details of existing SBO and second purpose is used for intimating the change in person who is SBO.
• Just like MGT-6, option of forgot SBO ID is added in this form as well. Here also the SBO ID should be linked to PAN for use of this feature.

Conclusion:

Due to shifting of forms from V2 to V3 portal there are some technical difficulties in filing the forms. Also, some of the changes in form MGT-6like asking for personal details of individual BO are creating some confusion which require clarification from MCA. Except that the move of shifting the forms to V3 portal is an appreciable move.