On 27 November 2018, the Securities and Exchange Commission (“SEC”) issued Memorandum Circular No. 17, Series of 2018 (“M.C. No. 17”) which provides for a revision of the General Information Sheet (“GIS”) to include beneficial ownership information. M.C. No. 17 was issued for the purpose of assisting in the implementation of the Anti-Money Laundering Act, and to ensure timely access to adequate, accurate and current information on the beneficial ownership and control of SEC registered corporations.
The term “Beneficial Owner” as used in M.C. No. 17 refers to any natural person who:
1. Ultimately owns or controls the corporation; or
2. Has ultimate effective control over the corporation.
Meanwhile, “Ultimate Effective Control” is defined as referring to any situation in which ownership/control is exercised through actual or a chain of ownership or by means other than direct control.
M.C. No. 17 requires SEC registered corporations to disclose the following information of the beneficial owner:
- Complete name [Surname, Given Name, Middle Name, Name Extension (i.e. Jr., Sr., III, etc.)];
- Specific residential address;
- Tax identification number; and
- Percentage of ownership, if applicable.
The Memorandum Circular provides that when a corporation is owned through multiple layers, each intermediate layer of the ownership structure should be declared in the GIS, and illustrated in an ownership chart indicating each layer’s respective ownership amounts. In the event that there are relevant changes in the submitted beneficial ownership information, M.C. No. 17 requires the submission of an updated GIS within seven (7) days from the occurrence of such change, or from the time it became effective.
Further, to ensure the accuracy of the submitted beneficial ownership information, the SEC is empowered to, among others, perform on-site inspections of the books and records of corporations.
Finally, the attestation of the Corporate Secretary in the new GIS form should now include statements to the effect that the persons named therein (i.e. incorporators, stockholders, directors, officers, beneficial owners, external auditor, notary public and their agents) have consented to the disclosure of their personal information, in compliance with Republic Act No. 10173, otherwise known as the Data Privacy Act.
On 14 January 2019, the SEC posted a Notice on its website, declaring that effective 01 March 2019, it will only be accepting the new GIS form which includes the beneficial ownership information. However, in a Memorandum dated 28 February 2019, the SEC’s Office of the Commission Secretary (OCS) has further deferred the usage of the new GIS form to 30 June 2019.