On 15 May 2026, the Ministry of Corporate Affairs issued a clarification circular tightening beneficial ownership (BO) reporting for all private companies, including project SPVs registered under Section 2(87) of the Companies Act. The circular, effective immediately, mandates granular disclosure of ultimate beneficial owners at multiple tiers and introduces penalties for non-disclosure exceeding ₹5 lakh per violation.
Infrastructure firms structuring multi-tier SPVs for real estate, ports, and EPC contracts face immediate compliance exposure.
Market signals
MCA's May 2026 circular requires SPVs to identify and file BOs at 25% and 10% shareholding thresholds, not just 50%. This catches intermediate holding structures previously left opaque, forcing infrastructure SPV sponsors to unwind beneficial ownership chains.
Statutory auditors must now certify BO disclosures or flag discrepancies in their audit report. For SPVs with complex sponsor structures (JVs, consortium partners, or fund-backed), auditor friction and qualification risk have jumped sharply since May 2026.
Non-disclosure now attracts both monetary penalties (₹5–50 lakh) and potential NCLT prosecution under Section 147. RoC departments are cross-checking BO filings against shareholding patterns, creating compliance momentum for mid-year SPV audits.
SPVs registered before May 2026 without compliant BO schedules now face RoC show-cause notices and audit delays. Vinayakam Consultants advises immediate Form BEN-2 re-filing with granular ultimate owner disclosure, cross-validation of shareholding patterns, and remedial board resolutions certifying BO accuracy. We help infrastructure sponsors map tiered ownership, identify trigger-point shareholders, and liaise with auditors on disclosure completeness before statutory deadlines.
Your action checklist
- Conduct internal audit of all SPV shareholding tiers to identify beneficial owners at 10% and 25% thresholds; map all intermediate holding entities and fund structures.
- Engage statutory auditor to review BO disclosures and confirm audit readiness; obtain written clarity on any qualification risk before filing corrected forms.
- File corrected Form BEN-2 with MCA within 30 days if current disclosures are incomplete; attach board resolution confirming BO identity and accuracy.
- Document ultimate beneficial owner identity (PAN, KYC, proof of control) and retain in company records; prepare audit trail for RoC inspection under recent MCA scrutiny protocols.
Frequently asked questions
SPVs must now disclose beneficial owners at 25% and 10% shareholding thresholds, not just 50%, capturing intermediate holding structures previously left opaque.
Non-disclosure attracts monetary penalties ranging from ₹5 lakh to ₹50 lakh per violation and potential NCLT prosecution under Section 147 of the Companies Act.
Re-file Form BEN-2 with granular ultimate owner disclosure, cross-validate shareholding patterns, and obtain remedial board resolutions certifying beneficial ownership accuracy.