SEC Requires Foreign Corporations to Declare Beneficial Ownership Information
The Securities and Exchange Commission (“SEC”) issued on 03 November 2020 Memorandum Circular No. 30, Series of 2020 (“MC No. 30-20”). MC No. 30-20 requires all SEC-registered stock and non-stock foreign corporations to disclose their “Beneficial Owner(s)” [i.e., any natural person(s) who ultimately own(s) or control(s) or exercise(s) ultimate effective control over the corporation] in their General Information Sheet (“GIS”) [in the form prescribed in MC No. 30-20], as required under the provisions of SEC Memorandum Circular No. 15, Series of 2019 (“M.C. No. 15-19”), which provides for a revision of the GIS to include beneficial ownership information. Our previous article on M.C. No. 15-19 may be accessed here.
Foreign Corporations are also required to apprise the SEC of all relevant changes in the submitted beneficial ownership information by submitting a Notification Update Form [in the form prescribed in MC No. 30-20] to the SEC within thirty (30) days after such change occurred or became effective.
MC No. 30-20 recognizes that it is the duty of the resident agent, country or regional/area head of a foreign corporation to exercise due diligence in obtaining, keeping, reporting and updating the beneficial ownership information.
Failure to disclose the required beneficial ownership information, without lawful cause, may result in the imposition of penalties/fines against a foreign corporation. Moreover, resident agents, country or regional/area heads of foreign corporations are also subject to liability for failure to exercise the due diligence required in ensuring compliance with the disclosure requirement.