Rules explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Rule 9 turns section 89 of the Companies Act, 2013 into a procedure: the registered owner declares in Form MGT-4, the beneficial owner declares in Form MGT-5, and the company files a return in Form MGT-6. Since 2023 the company must also designate a person responsible for beneficial-interest information. Rule 10 covers closing the register. This article follows the rules as amended up to G.S.R. 358(E) dated 30 May 2025 (forms), with the rule text per the MCA e-book to G.S.R. 801(E) of 27 October 2023. Later amendments should be checked.
A registered owner who does not hold the beneficial interest must declare it to the company in Form MGT-4 within thirty days of being entered in the register; the beneficial owner declares in Form MGT-5 within thirty days of acquiring the interest (rule 9(1) and (2)). The company notes the declaration in the register of members and files Form MGT-6 with the Registrar within thirty days of receipt (rule 9(3)). Every company must designate a person to give information on beneficial interest (rule 9(4)).
Rule 9(1): the registered owner's declaration
A person whose name is entered in the register of members as the holder of shares, but who does not hold the beneficial interest in them (the "registered owner"), must file a declaration with the company in Form No. MGT.4 within thirty days from the date on which his name is entered in the register. If the beneficial interest later changes, the registered owner must declare the change to the company in Form MGT.4 within thirty days from the date of the change.
Rule 9(2): the beneficial owner's declaration
A person who holds, or acquires, a beneficial interest in shares not registered in his name (the "beneficial owner") must file a declaration disclosing the interest with the company in Form No. MGT.5 within thirty days after acquiring it. A change in the beneficial interest must again be declared in Form MGT.5 within thirty days from the date of change. The rule speaks of a person "exempted from furnishing declaration" as well; the sub-rule is worded in that way in the consolidated text. Whether an arrangement is a beneficial holding at all, and what a significant beneficial owner must report, is a separate regime; see the Significant Beneficial Owners Rules, 2018 and our BEN-2 service.
Rule 9(3): the company's note and return in MGT-6
Where a declaration under section 89 is received, the company must (a) make a note of it in the register of members and (b) within thirty days from the date of receipt, file a return in Form MGT.6 with the Registrar, with fee. The fee is as provided in the Registration Offices and Fees Rules, not in this rule. Form MGT-6 was substituted by G.S.R. 403(E) of 15 July 2024; the rule text is unchanged. For a working walkthrough see MGT-6: Return of Changes in Beneficial Interest Guide.
A proviso says nothing in rule 9 applies to a trust created to set up a Mutual Fund or Venture Capital Fund or such other fund as may be approved by the Securities and Exchange Board of India.
Rule 9(4) to 9(8): the designated person (from 27 October 2023)
Sub-rules (4) to (8) were inserted by G.S.R. 801(E) of 27 October 2023.
| Sub-rule | What it says |
|---|---|
| 9(4) | Every company must designate a person responsible for furnishing, and extending co-operation in providing, information to the Registrar or any other authorised officer on beneficial interest in the company's shares |
| 9(5) | The company may designate (i) a company secretary, if one is required under the Act and rules; (ii) a key managerial personnel other than the company secretary; or (iii) every director, if there is no company secretary or key managerial personnel |
| 9(6) | Until someone is designated, the deemed designated person is (i) the company secretary, if one is required; (ii) every Managing Director or Manager, if no company secretary has been appointed; or (iii) every director, if there is no company secretary or Managing Director or Manager |
| 9(7) | The details of the designated person must be given in the annual return |
| 9(8) | A change of designated person must be intimated to the Registrar in e-form GNL-2 under the Companies (Registration Offices and Fees) Rules, 2014 |
The practical effect is that no company is without an answerable person: if the Board has not made a designation, the deemed person under 9(6) carries the responsibility. The annual return is explained in Rules 11 to 13.
Rule 10: closing the register
Rule 10(1) requires a company that closes its register of members, register of debenture holders or register of other security holders to give at least seven days' previous notice:
- in the manner specified by the Securities and Exchange Board of India, if the company is listed or intends to get its securities listed;
- by advertisement at least once in a vernacular newspaper in the principal vernacular language of the district, having wide circulation where the registered office is situated, and at least once in English in an English newspaper circulating in that district with wide circulation where the registered office is situated; and
- on the website notified by the Central Government and on the company's own website, if any.
Rule 10(2) says sub-rule (1) does not apply to a private company, provided the notice has been served on all members not less than seven days before closure of the register. The power to close the register comes from section 91; see Section 91: Power to Close Register of Members. Our BEN-2 and beneficial-owner support can help a company record these declarations correctly.
A worked example
Rao Nominees Limited (invented) is entered in the register of Kestrel Infra Private Limited as holder of 5,000 shares, held for Meera Joshi. Rao Nominees files MGT-4 within thirty days of being entered; Meera files MGT-5 within thirty days of acquiring the beneficial interest. Kestrel notes both in its register and files MGT-6 within thirty days of receipt. If Kestrel's Board designates its company secretary under rule 9(5)(i), the secretary's details go into the annual return; a later change is reported in GNL-2.
Need help with beneficial-interest filings?
Declarations, the register note and the MGT-6 return all run on thirty-day clocks, and the designated-person details must match the annual return. Our beneficial owner (BEN-2) service covers the related reporting, and the register entries sit under Rules 1 to 4.
Key takeaways
- Registered owner: MGT-4 within thirty days of entry or of a change. Beneficial owner: MGT-5 within thirty days.
- The company notes the declaration and files MGT-6 within thirty days of receipt.
- Mutual fund and venture capital fund trusts are outside rule 9.
- A designated person must be named, reported in the annual return, and any change filed in GNL-2.
- Closing a register needs at least seven days' notice; a private company may serve notice on every member instead.
Read next
- Section 89: Declaration of Beneficial Interest in Shares
- MGT-6: Return of Changes in Beneficial Interest Guide
- Rules 11 to 13: annual return in MGT-7 or MGT-7A
- Rules 1 to 4: register of members and register of security holders
Disclaimer: Based on the Companies Act, 2013 rules (and the Companies (Auditor's Report) Order, 2020) named above as consolidated in the MCA e-book (consulted on 3 October 2026), with the later notifications the article names. Later amendments, fees, forms and the Companies Act, 2013 provisions referred to should be checked. This article is general information, not legal advice; check the official text before acting.