Shareholder Filings with the MCA — MGT-7, PAS-3, BEN-2 & More
A company must make several filings with the MCA that relate to its shareholders and shareholding — from reporting who its members are, to new share allotments, transfers, and significant beneficial owners. This guide summarises the key shareholder-related filings a company in India needs to make.
1. Annual return — shareholder details (MGT-7 / MGT-7A)
Every company files an annual return — Form MGT-7 (or MGT-7A for OPCs and small companies) — which includes details of the company’s members/shareholders and changes in shareholding during the year. This is part of the yearly ROC annual filing.
2. Return of allotment (PAS-3)
When a company issues/allots new shares (e.g., on incorporation top-up, rights issue, private placement), it files Form PAS-3 (Return of Allotment) with the ROC within the prescribed time, updating the register of members.
3. Share transfers
A transfer of shares between shareholders is executed on Form SH-4 and recorded in the company’s registers; while the transfer itself isn’t a standalone MCA e-form, the resulting change reflects in the annual return. See our share transfer guide.
4. Significant Beneficial Owner (BEN-2)
Where an individual is a Significant Beneficial Owner (SBO) of the company, the SBO declares this in Form BEN-1 and the company reports it to the ROC in Form BEN-2. This captures the real individuals behind the shareholding.
5. Registers & records
Companies must maintain the Register of Members and related statutory registers, and record beneficial interest declarations (MGT-4/MGT-5/MGT-6 where a registered holder isn’t the beneficial owner). See statutory registers.
Frequently asked questions
Which MCA form reports shareholder details annually?
The annual return — Form MGT-7 (or MGT-7A for OPCs/small companies) — includes shareholder/member details.
Which form is filed when new shares are allotted?
Form PAS-3 (Return of Allotment), filed with the ROC after allotment.
What is BEN-2 filing?
The company’s filing to the ROC reporting a Significant Beneficial Owner, based on the SBO’s BEN-1 declaration.
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Related guides: Annual filing · Share transfer · Statutory registers
