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December 24, 2025 | 11:28am
MANILA, Philippines — The Securities and Exchange Commission (SEC) said it has issued a regulatory framework to improve the accuracy and timeliness of corporate beneficial ownership (BO) disclosures.
In a statement on Tuesday, December 23, the SEC said it released Memorandum Circular No. 15, Series of 2025, which sets out the BO Disclosure Rules of 2026 and consolidates existing regulations governing the submission of BO information.
“Strengthening transparency in beneficial ownership is a key regulatory reform to reduce the risk of corporate entities being misused for illicit activities,” SEC Chairperson Francis Lim said.
“The 2026 rules streamline existing disclosure processes and allow the Commission to make better use of structured, high-quality data, ensuring that authorized authorities can access reliable and timely information for lawful purposes,” he added.
According to the SEC, the measure aims to prevent the misuse of corporate entities for illicit activities. The circular will take effect on Jan. 1, 2026.
Under the new rules, the SEC said it will introduce verification mechanisms to validate BO information and address discrepancies. There will also be controlled access to BO data by authorized parties, subject to applicable laws and safeguards.
The rules mandate a 20% reporting threshold for beneficial ownership, anchored in regulations issued by the Anti-Money Laundering Council. They also strengthen disclosure requirements by mandating nominee reporting and requiring timely notification of changes in beneficial ownership, according to the SEC.
Which entities does this apply to? According to the commission, the rules apply to domestic and foreign corporations, partnerships and one-person corporations (OPCs) under the SEC’s jurisdiction, including relevant officers, shareholders, and other covered persons.
What are beneficial owners? The Implementing Rules and Regulations of the Securities Regulation Code define a BO as follows:
"Beneficial owner or beneficial ownership means any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares: voting power, which includes the power to vote, or to direct the voting of, such security; and/or investment returns or power, which includes the power to dispose of, or to direct, the disposition of such security."
The new rules will classify beneficial owners from “A to I,” based on ownership interests and various forms of control or influence over a corporation. For instance, Category A covers natural persons who own, “directly or indirectly through a chain of ownership, at least 20% of the voting rights, voting shares, or capital of the reporting corporation.”
The SEC will also require corporations to reveal the identity and contact details of their BOs, along with the specific date their status as a BO was established. The Commission is also authorized to demand supplemental documentation regarding these declarations, exercising the visitorial powers granted under the Revised Corporation Code of the Philippines.
Filing and BO registry. The 2026 regulations will establish a dedicated digital platform for BO registration, replacing the current practice of submitting this data via the Electronic Filing and Submission Tool (eFAST).
While the new system is designed to streamline existing disclosures rather than create new mandates, the Commission clarified that the BO section will be removed from the general information sheet once the registry is officially launched. The registry will eventually be web-based but remain integrated with eFAST to maintain procedural consistency.
Corporations will transition from filing BO details to a simplified annual attestation, provided their ownership structure remains unchanged. Responsibility for ensuring accurate and timely disclosures falls on the corporate secretary or an authorized representative for domestic firms, the resident agent for foreign entities, or the primary responsible party in the case of a one-person corporation.
Penalties. The SEC said that non-compliance with BO disclosures will result in fines determined by a corporation's retained earnings or fund balance.
Stock corporations with retained earnings of less than P500,000 may be fined P50,000 for a first violation, rising to up to P500,000 for a fourth violation. Nonstock corporations with the same fund balance may face fines of P25,000 for a first violation, up to P250,000 for a fourth violation.
The submission of false BO information may also subject a corporation to fines of up to P2 million and possible dissolution.
Directors, trustees and officers who fail to exercise due diligence in BO disclosures may be fined P50,000 for a first violation, rising to as much as P1 million for a fourth violation, after due notice and hearing.
In cases of false declaration, responsible officers may be fined up to P1 million and disqualified from serving as directors, trustees, or officers of any corporation for five years.
Recent case of revocation. In a resolution dated November 26, the SEC revoked the corporate registrations of St. Timothy Construction Corp. and St. Gerrard Construction General Contractor and Development Corp., owned by the contractor couple Curlee and Sarah Discaya.
According to the SEC, the two corporations failed to disclose that Sarah Discaya was their beneficial owner, which violated SEC rules. Aside from the revocation, the companies were also ordered to pay a fine of P2 million each, plus an administrative fine of P1,000 per day of continuing violation.
