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Section89
The Companies Act, 2013

Declaration in respect of beneficial interest in any share

In force From 01 Apr 2014 Act 18 of 2013 As on 15 Oct 2026

Act 18 of 2013 Ministry Corporate Affairs Enacted 29 Aug 2013 In force 01 Apr 2014 Cited by 1 provision Instruments 10

Section 89 of the Companies Act, 2013 deals with declaration in respect of beneficial interest in any share. Where the name of a person is entered in the register of members of a company as the holder of shares in that company but who does not hold the beneficial interest in such shares, such person shall make a declaration within such time and in such form as may be prescribed to the company specifying th The Act came into force on 01 Apr 2014.

(1) Where the name of a person is entered in the register of members of a company as the holder of shares in that company but who does not hold the beneficial interest in such shares, such person shall make a declaration within such time and in such form as may be prescribed to the company specifying the name and other particulars of the person who holds the beneficial interest in such shares.

(2) Every person who holds or acquires a beneficial interest in share of a company shall make a declaration to the company specifying the nature of his interest, particulars of the person in whose name the shares stand registered in the books of the company and such other particulars as may be prescribed.

(3) Where any change occurs in the beneficial interest in such shares, the person referred to in sub-section (1) and the beneficial owner specified in sub-section (2) shall, within a period of thirty days from the date of such change, make a declaration to the company in such form and containing such particulars as may be prescribed.

(4) The Central Government may make rules to provide for the manner of holding and disclosing beneficial interest and beneficial ownership under this section.

1[(5) If any person fails to make a declaration as required under sub-section (1) or sub-section (2) or sub-section (3), he shall be liable to a penalty of fifty thousand rupees and in case of continuing failure, with a further penalty of two hundred rupees for each day after the first during which such failure continues, subject to a maximum of five lakh rupees.]

(6) Where any declaration under this section is made to a company, the company shall make a note of such declaration in the register concerned and shall file, within thirty days from the date of receipt of declaration by it, a return in the prescribed form with the Registrar in respect of such declaration with such fees or additional fees as may be prescribed, 2***.

3[(7) If a company, required to file a return under sub-section (6), fails to do so before the expiry of the time specified therein, the company and every officer of the company who is in default shall be liable to a penalty of one thousand rupees for each day during which such failure continues, subject to a maximum of five lakh rupees in the case of a company and two lakh rupees in case of an officer who is in default.]

(8) No right in relation to any share in respect of which a declaration is required to be made under this section but not made by the beneficial owner, shall be enforceable by him or by any person claiming through him.

(9) Nothing in this section shall be deemed to prejudice the obligation of a company to pay dividend to its members under this Act and the said obligation shall, on such payment, stand discharged.

4[(10) For the purposes of this section and section 90, beneficial interest in a share includes, directly or indirectly, through any contract, arrangement or otherwise, the right or entitlement of a person alone or together with any other person to--

(i) exercise or cause to be exercised any or all of the rights attached to such share; or

(ii) receive or participate in any dividend or other distribution in respect of such share.]

5[(11) The Central Government may, by notification, exempt any class or classes of persons from complying with any of the requirements of this section, except sub-section (10), if it is considered necessary to grant such exemption in the public interest and any such exemption may be granted either unconditionally or subject to such conditions as may be specified in the notification.]

Section 89, The Companies Act, 2013 (Act 18 of 2013).

Cross-references

Extracted from the operative text of the enactments themselves. Every destination below exists in our corpus.

This section refers to

  1. s. 90 Register of significant beneficial owners in a Company

Referred to by 1

  1. s. 23 Public offer and private placement

Related judgements & precedents

These are some judgments that construed this section, and hold precedence value. They hold authority on how to read, interpret and use this section.

  1. Ahmed Abdulla Ahmed Al Ghurair (through Their Power of Attorney Holder Mr. Bartholomew Kamya) vs Star Health and Allied Insurance Company Limited

    Supreme Court of India 26 Nov 2018 Binding (Supreme Court)

    Court's Decision & Legal Precedent

    In a derivative action brought by shareholders of a foreign holding company over shares in an Indian insurer, the Court dealt with the distinction between the registered owner whose name stands in the register of members and the beneficial owner behind it, and with the bar that arises from the Section 89 declaration regime, in deciding territorial jurisdiction under Clause 12 of the Letters Patent and the locus of the plaintiffs to sue.

    On this section: Construes Section 89's registered-holder/beneficial-interest declaration scheme and the consequences of non-declaration when a claimant asserts a beneficial interest in shares standing in another's name.

    Read the full order on eCourts India

The holding above is the ratio decidendi as extracted from the judgment by eCourts India, reproduced unaltered — it is a rendering of the court's reasoning, not a substitute for its words. Read the order itself before relying on it.

Judgments citing this section

These may be obiter dicta or a precedent, for you to study. These are the judgments where this section is quoted.

  1. Supreme Court of India 26 Nov 2018 SCIN010299582018

    … At this stage, the plaintiffs have come to Court primarily claiming a declaration as against the first defendant. Whether the third, fourth and seventh defendants on the one hand and the second defendant on the other hand have made declarations in accordance with the provisions of either Section 187C or Section 89 of the Companies Act 1956 or 2013 are facts to the exclusive knowledge of the first, second, third, fourth and seventh defendants and also the eighth defendant. The plaintiffs could never have had access to the records of the first defendant. The queries raised in the pre-suit notices have not been answered. …

    Read this order on eCourtsIndia

Made under this section, and citing it

4 instruments state that it was made under this provision — the power to make it comes from here, so a change to any of them changes what this section requires in practice. Newest first.

Another 6 instruments name this provision in its title or its text without being made under it.

All subordinate legislation

Questions about Section 89

What have the courts held on Section 89 of the Companies Act?

Ahmed Abdulla Ahmed Al Ghurair (through Their Power of Attorney Holder Mr. Bartholomew Kamya) vs Star Health and Allied Insurance Company Limited (26 Nov 2018) is the leading judgment on this section among those set out below: Construes Section 89's registered-holder/beneficial-interest declaration scheme and the consequences of non-declaration when a claimant asserts a beneficial interest in shares standing in another's name.

How do I find court cases under Section 89 of the Companies Act?

In judgments and charge sheets this section is written several ways, and each form finds a different set of orders. These search the full text of every order eCourtsIndia holds, best matches first: Companies Act 89, section 89 Companies Act, section 89 of the Companies Act. People searching for it also type companies act 89 01. Each opens the full list of orders on eCourtsIndia, where it can be narrowed by court, year and outcome. 1 reported judgment on this section is set out on this page, beginning with Ahmed Abdulla Ahmed Al Ghurair (through Their Power of Attorney Holder Mr. Bartholomew Kamya) vs Star Health and Allied Insurance Company Limited (26 Nov 2018).

What should I read with Section 89 of the Companies Act, and has it changed?

Its own text turns on section 90 (Register of significant beneficial owners in a Company), so none of them can safely be read on its own. 1 other provision in this corpus refers back to it. The rules and notifications made under it are where it actually bites, and there are 4: most recently Companies (Management and Administration) Amendment Rules, 201 (2018), then Companies (Management and Administration) Second Amendment Rules, 2015 (2015), and 2 more.

When did Section 89 of the Companies Act come into force?

Section 89 of the Companies Act, cited as Companies Act 89, came into force on 01 Apr 2014, having been enacted on 29 Aug 2013. It is in force as at the date shown on this page.

Other sections of this Act

Source and method. Compiled from the enactments of Parliament and of the State legislatures as published on India Code, and republished together with commentary and other original matter under section 52(1)(q)(ii) of the Copyright Act, 1957. Structured, cross-referenced and maintained by eCourtsIndia. Text as in force on 15 Oct 2026. This page is not a substitute for legal advice.