By: Aida Araceli G. Roxas-Rivera| Christianne Grace F. Salonga | Dino Roel J. De Guzman
The Securities and Exchange Commission (“SEC”) has issued SEC Memorandum Circular No. 15, Series of 2025, Revised Beneficial Ownership Disclosure Rules (“Revised Rules”), introducing a comprehensive revision of the Philippines’ Beneficial Ownership Disclosure Rules as part of the State’s continuing efforts to enhance corporate transparency and strengthen the anti-money laundering and counter-terrorism financing framework. The Revised Rules took effect on 01 January 2026 following publication and expressly supersede prior SEC issuances on beneficial ownership disclosure.
The issuance reflects the SEC’s policy determination that corporate vehicles must not be used to conceal illicit activities, including fraud, corruption, tax evasion, and money laundering, and that accurate identification of individuals who ultimately own or control juridical entities is essential to maintaining the integrity of the Philippine financial and corporate system. The Revised Rules operationalize key provisions of the Revised Corporation Code of the Philippines, particularly those emphasizing accountability, transparency, and the prevention of abuse of the corporate juridical personality, and aligns domestic regulation with international standards set by the Financial Action Task Force.
The Revised Rules apply broadly to all natural and juridical persons under the SEC’s jurisdiction, including stock and non-stock corporations, partnerships, One Person Corporations, and foreign corporations licensed or otherwise authorized to do business in the Philippines, such as branches, representative offices, and regional headquarters. In cases of unregistered joint ventures involving partnerships and corporations, the corporate partners are still required to disclose their beneficial ownership information, even if the joint venture is not required to disclose its own beneficial owners. This expansive scope underscores the SEC’s position that beneficial ownership transparency is not confined to traditional shareholding structures but must extend to all organizational forms capable of obscuring ownership, control, or economic benefit.
Central to the Revised Rules is the definition of a “beneficial owner,” which refers exclusively to a natural person who ultimately owns, controls, or exercises effective control over a corporation or legal entity, whether directly or indirectly. Juridical entities are expressly excluded from being considered beneficial owners, and ownership tracing must end with a natural person.
To operationalize this principle, the Revised Rules identify multiple bases under which a person may qualify as a beneficial owner. These include direct or indirect ownership of at least 20% of the voting rights, voting shares or capital of the reporting entity; the ability to exercise control or influence over corporate decisions even in the absence of majority ownership; authority to direct or influence board actions; control over corporate assets through property stewardship; participation in nominee or trustee arrangements; ownership or control exercised through contractual or other mechanisms including substantial benefits such as exclusive use of the reporting entity’s assets, receipt of profits and liquidating dividends; and, where no other individual can be identified, control exercised through senior management positions. The Revised Rules recognize that effective control may exist even below traditional ownership thresholds, allowing the SEC to look beyond mathematical tests of share ownership in determining beneficial ownership.
The Revised Rules also provide detailed guidance for complex or non-traditional ownership structures. In the case of One Person Corporations, the single shareholder is presumed to be the beneficial owner; however, where the OPC is owned by a trust or estate, all beneficiaries, trustees, administrators, and other persons exercising control must be disclosed. For partnerships, beneficial ownership must be identified at the partner level, and where partners are themselves juridical entities, ownership tracing must continue until the relevant natural persons are identified. For multi-layered and cross-border structures, corporations are required to trace ownership across multiple corporate layers and jurisdictions, with the SEC allowing reliance on certifications from foreign registries or regulators and permitting information-sharing arrangements with foreign counterparts where appropriate.
Consistent with international anti-money laundering standards, the Revised Rules categorically prohibit the issuance and use of bearer shares and bearer share warrants. In addition, nominee arrangements, including those involving nominee shareholders, directors, and incorporators, are subject to mandatory disclosure requirements. In all such cases, the true beneficial owner must be identified and reported to the SEC, together with full personal and identifying information, thereby eliminating anonymity in corporate control arrangements.
Reporting entities are required to submit comprehensive information on each beneficial owner, including personal details such as name, residence, date of birth, sex, nationality, mobile number and/or landline, email address, tax identification number or passport details for foreign nationals, civil status, politically exposed person status, the date beneficial ownership was acquired, and the nature and extent of ownership or control. Newly registered entities must submit beneficial ownership information at the time of incorporation or registration, and registration will not be completed absent compliance. Existing entities are required to disclose beneficial ownership information in their next General Information Sheet following the effectivity of the Revised Rules, while any change in beneficial ownership must be reported within seven calendar days from the occurrence of such change. All disclosures are to be made through the SEC’s designated Beneficial Ownership Registry.
Beyond disclosure, the Revised Rules imposes robust record-keeping and verification obligations. Corporations must maintain accurate, complete, and up-to-date beneficial ownership records, including records of all changes in beneficial ownership information for at least five years from the date of each change and supporting documentation for the same period, as part of their corporate books and ensure that disclosed information is independently verified. Access to beneficial ownership information is granted to the SEC and its authorized personnel, law enforcement agencies and other competent authorities, and Anti Money Laundering (“AML”)-covered institutions, subject to applicable data privacy laws and safeguards. The SEC is likewise authorized to enable Application Programming Interfaces (API)-based data sharing with government agencies, signaling the integration of beneficial ownership data into the broader financial integrity and regulatory ecosystem.
To ensure compliance, the Revised Rules introduce a graduated penalty regime according to an entity’s retained earnings or fund balance. Sanctions include escalating monetary fines for repeated violations, daily penalties for continuing non-compliance, and the suspension or revocation of a corporation’s certificate of incorporation. The Revised Rules impose potential personal liability on directors, trustees, and officers who fail to exercise due diligence or who authorize or tolerate the submission of false or misleading beneficial ownership information, with possible disqualification and referral to appropriate authorities in serious cases.
The Revised Rules mark a decisive move toward increased transparency and accountability in Philippine corporate regulation. By strengthening enforcement mechanisms, and aligning local practice with global AML standards, the SEC reinforces the principle that corporations are accountable vehicles operating within a framework of public trust.
A copy of SEC Memorandum Circular No. 15, Series of 2025 may be accessed here.
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