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SEC issues Revised Beneficial Ownership Disclosure Rules

30 January 2026

On 22 December 2025, the Securities and Exchange Commission (SEC) issued SEC Memorandum Circular No. 15, Series of 2025, which sets out the Beneficial Ownership Disclosure Rules of 2026 (SEC MC 15-25). SEC MC 15-25 introduces stricter requirements on beneficial ownership disclosure and took effect on 1 January 2026.

SEC MC 15-25 applies to all domestic and foreign corporations, partnerships, and other entities under the SEC’s jurisdiction. Key changes include a lower reporting threshold (20% ownership), a shortened seven-day deadline for reporting changes to beneficial ownership information, and more stringent penalties for noncompliance, among other matters. SEC MC 15-25 also clarifies who may not qualify as beneficial owners and provides specific rules for special cases involving reporting entities with tiered structures or cross-border ownership structures. Moreover, SEC MC 15-25 modified the manner by which beneficial ownership disclosures are submitted to the SEC. On 20 January 2026, the SEC announced that, starting 30 January 2026, all reporting entities shall only submit beneficial ownership data to the SEC through the Hierarchical and Applicable Relations and Beneficial Ownership Registry (HARBOR), a web-based registry for such disclosures. Additionally, starting 30 January 2026, all reporting entities must use the 2026 version of the General Information Sheet (GIS), which no longer contains a Beneficial Ownership Declaration page.

The changes aim to enhance transparency, prevent misuse of corporate vehicles for illicit activities and align with international standards.

In the meantime, beneficial ownership information previously submitted to the SEC, pursuant to issuances that have since been amended or repealed by SEC MC 15-25 (i.e., beneficial ownership information previously reported in past GIS filings), shall continue to be recognized for the specific filing period to which it pertains, without prejudice to the SEC’s authority to require corrections or updates, or to take appropriate action in case such submissions are subsequently found to be inaccurate, incomplete or false.

Additionally, pending the full implementation and online availability of HARBOR, all reporting entities shall continue to submit their beneficial ownership information through the GIS, filed via the Electronic Filing and Submission Tool (eFAST), the SEC’s official portal for the submission of reportorial requirements.

Key takeaways

SEC MC 15-25 lowers the ownership threshold for a natural person to be considered a beneficial owner, shortens reporting deadlines, and imposes stricter requirements for identifying and documenting beneficial owners. All reporting entities should revisit and, where necessary, update their beneficial ownership information to ensure full compliance with the requirements under SEC MC 15-25.

Quisumbing Torres can advise on compliance with SEC MC 15-25 and is actively monitoring developments in this area.

In more detail

Who is covered?

SEC MC 15-25 applies to the following natural and juridical persons that fall under the regulatory jurisdiction of the SEC:

  • All domestic stock and nonstock corporations;
  • Partnerships; Regional Operating Headquarters (ROHQ) and Regional Headquarters (RHQ) of multinational companies, Representative Offices, Branch Offices, and all other foreign entities licensed to do business in the Philippines;
  • One-Person Corporations (OPCs);
  • Incorporators, directors, trustees, officers, shareholders or members, and beneficial owners of reporting entities;
  • Persons filing applications for incorporation or registration of corporations with the SEC; and
  • All other corporations and legal entities or arrangements subject to the regulation of the SEC.

Who may and may not be beneficial owners?

SEC MC 15-25 expressly provides that only natural persons may be recognized as beneficial owners. It also sets out the various categories of natural persons that would qualify as beneficial owners, while also expressly identifying those that would not qualify.

1. Who may be considered beneficial owners?

Natural persons that fall under any of the categories below shall be disclosed as beneficial owners and all applicable categories should be reported:

  • Category A (Ownership) — Natural person(s) who own, directly or indirectly through a chain of ownership, at least 20% of the voting rights, voting shares or capital of the reporting entity
  • Category B (Contractual Control) — Natural person(s) who exercise control over the reporting entity through any contract, understanding, relationship, intermediary or tiered entity
  • Category C (Board Election Power) — Natural person(s) with the ability to elect a majority of the board of directors/trustees, or any similar body, of the reporting entity
  • Category D (Dominant Influence) — Natural person(s) with the ability to exert a dominant influence over the management or policies of the reporting entity
  • Category E (Direction of Board) — Natural person(s) whose directions, instructions or wishes, in conducting the affairs of the reporting entity, are carried out by a majority of the board members
  • Category F (Property Stewardship) — Natural person(s) acting as stewards of properties of the reporting entity, where such properties are under the care or administration of said natural persons
  • Category G (Nominee Arrangements) — Natural person(s) who actually own or control the reporting entity through nominee shareholders or nominee directors acting for or on behalf of such natural persons
  • Category H (Other Control Mechanisms) — Natural person(s) who ultimately own, control or exercise ultimate effective control of the entity through other means not falling under any of the foregoing categories, including substantial benefits, such as exclusive use of the reporting entity’s assets, receipt of profits and liquidating dividends, among other things
  • Category I (Senior Management) — Natural person(s) who exercise control through senior management positions within the reporting entity, provided that if there are multiple persons in the same level of seniority, all such persons shall be identified as beneficial owners — this category is applicable only when no natural person is identifiable under Categories A through H after exhausting reasonable means of identification

2. Who may not be considered beneficial owners?

SEC MC 15-25 expressly provides that the persons below shall not qualify as beneficial owners:

  • Persons acting solely as agents, nominees, trustees or in similar capacities on behalf of another person who qualifies as a beneficial owner
  • Persons holding positions in or exercising control over a corporation solely in their capacity as employees, without any ownership stake and without exercising effective control, except when the beneficial owner falls under the ambit of Category I (Senior Management)
  • Persons authorized to act on behalf of a group of natural persons, such as executors and administrators, or similar legal representatives not falling under Category F (Property Stewardship)
  • Persons holding shares or exercising control solely in their professional capacity as regulated service providers, provided they do not fall under the ambit of Category B (Contractual Control)

Corporations with tiered structures and cross-border ownership structures

SEC MC 15-25 provides rules for the determination of beneficial ownership for certain “special cases,” such as in entities with complex or tiered structures, and those with cross-border ownership structures, among other corporate structures.

1. For entities with tiered structures that involve one or more intermediate entities between the entity itself and the ultimate beneficial owners, the following rules apply:

  • Indirect beneficial ownership is computed by multiplying ownership percentages at each tier of the corporate structure.
  • A natural person shall be identified as a beneficial owner when they exercise effective control at any level of the ownership chain, even if mathematical multiplication of ownership percentages results in less than 20%.
  • This rule shall apply without limit to the number of corporate layers and shall be used to trace ownership through all types of legal entities and arrangements.

2. For cross-border ownership structures, the following rules apply:

  • Ownership shall be traced through all jurisdictions.
  • The SEC may accept certifications from foreign registries or regulators as supporting evidence.
  • The SEC may enter into information-sharing arrangements with foreign counterparts to request or verify beneficial ownership information.

Specific rules are similarly provided for OPCs and partnerships.

Maintenance of beneficial ownership information and recordkeeping requirements

Reporting entities shall keep and preserve accurate and up-to-date beneficial ownership information, as provided in SEC MC 15-25, as part of the internal recordkeeping of the entity. Any change or update to beneficial ownership information should be promptly recorded and reported to the SEC within seven calendar days from the occurrence of the change.

Beneficial ownership information shall be preserved for at least five years after dissolution or termination of the entity. Records of all changes in beneficial ownership information shall be preserved for at least five years from the date of each change. Relevant supporting documents shall also be preserved for the same periods.

Mandatory disclosures

Any nominee incorporator, director, trustee or shareholder must disclose their status as such to the SEC, as well as the identity and other required information pertaining to their nominator(s). If the nominator is a trust, the identities of the trustor(s), trustee(s) and beneficiary(ies) of the trust shall be disclosed.

Similarly, except as otherwise provided by law or regulation, the incorporators of a corporation shall disclose to the SEC the person(s) on whose behalf the registration of the corporation was applied for. Additionally, nominee incorporators or applicants for registration, as well as the nominee directors or trustees and nominee shareholders of the applicant corporation, shall, in the same manner, disclose to the SEC certain required information pertaining to their nominators or principals, and the person on whose behalf the corporation was registered. Otherwise, if they are not nominees, they shall submit to the SEC a declaration stating so, and stating that they are not acting as such for or on behalf of another person.

Finally, except as otherwise provided by law or regulation, nominee shareholders and nominee directors or trustees of registered corporations shall disclose to the SEC their nominators and principals, or the persons on whose behalf they are acting as such shareholders, directors or trustees, as well as certain required information pertaining to such persons. This information shall likewise be disclosed to the corporation in which they are or act as nominee shareholders, directors, or trustees.

Required information, filing timeline, and responsible parties

1. Required information for each beneficial owner is as follows:

  • Complete name(s) (original and transliterated name)
  • Specific residential address
  • Date of birth
  • Gender
  • Nationality
  • Mobile/landline number
  • Email address
  • Tax Identification Number (TIN) in the Philippines or, for foreign individuals without a TIN, passport number with issuing country
  • Civil status
  • Whether the person is a politically exposed person (PEP)
  • Date the individual became a beneficial owner

2. Required information regarding the beneficial owner’s ownership or control is as follows:

  • The specific category or categories of beneficial ownership under which the individual qualifies
  • The percentage of ownership or voting rights, where applicable
  • The specific nature and means of control exercised by the beneficial owner
  • The date when beneficial ownership was acquired or established

3. The filing timeline is as follows:

  • For newly registered entities, initial disclosures should be provided at the time of incorporation or registration. For existing entities, disclosures should be provided together with the next GIS to be filed following the effectivity of SEC MC 15-25.
  • Any change in beneficial ownership should be reported to the SEC within seven calendar days from the date of the event.

4. Responsible parties

The following are considered primarily responsible for ensuring the accurate and timely disclosure of beneficial ownership information:

  • For domestic stock and nonstock corporations, the corporate secretary or any duly authorized representative
  • For foreign corporations licensed to do business in the Philippines, the resident agent
  • For OPCs: (1) the single stockholder, if a natural person; (2) the trustee, if the single stockholder is a trust; or (3) the administrator or executor, if the single stockholder is an estate
  • For other entities under the SEC’s jurisdiction, their designated legal representatives

5. Beneficial ownership registry

Starting 30 January 2026, all reporting entities shall submit beneficial ownership data to the SEC through HARBOR, a web-based registry for such disclosures. HARBOR is integrated with eFAST, which is the SEC’s official portal for the submission of reportorial requirements.

Additionally, starting 30 January 2026, all reporting entities must use the 2026 version of the GIS, which no longer contains a Beneficial Ownership Declaration page. Effectively, reporting entities will no longer need to resubmit a beneficial ownership declaration every year, unless there are changes to their beneficial ownership information, including the addition of new beneficial owners. Instead, reporting entities will be required to revalidate previously submitted information.

Pending availability of HARBOR, all reporting entities shall continue to submit beneficial ownership information through its GIS.

Authority of SEC, penalties and enforcement

The SEC shall ensure compliance with SEC MC 15-25 and verify the accuracy, completeness and timeliness of beneficial ownership information submitted by reporting entities. For this purpose, the SEC may carry out any of the specific measures set out in SEC MC 15-25, including, among other things, performing audits to assess compliance with the rules. The SEC may also establish a mechanism to receive information or reports regarding any discrepancy in the disclosed beneficial owners’ information in the beneficial ownership registry.

If the SEC finds that the reporting entity has failed to disclose, without any lawful cause, its beneficial ownership in accordance with SEC MC 15-25, the reporting entity shall be penalized based on the amount of its retained earnings (whether appropriated or unappropriated) or fund balance, in accordance with the scale provided in SEC MC 15-25.

If a reporting entity is found to have submitted false information, the SEC shall notify the reporting entity and give it 15 calendar days to submit complete and accurate beneficial ownership information, and a written explanation for the false disclosure. If the period lapses and the reporting entity fails to comply or, after a finding by the SEC that the entity indeed submitted false beneficial ownership information, the entity shall be penalized with a fine of up to PHP 2 million and may subsequently be dissolved.

If the SEC finds that the directors, trustees and/or officers of the reporting entity failed, without any lawful cause, to exercise the due diligence required to comply with disclosure requirements, thus resulting in a belated disclosure or a nondisclosure within the prescribed period, they shall be penalized based on the scale provided in SEC MC 15-25. If the violation pertains to a false declaration, the responsible directors, trustees and officers shall each be penalized the specified amount and shall be disqualified from being directors, trustees or officers of any entity for a period of five years.

The absence of written procedures or policies for obtaining, updating and recording beneficial ownership information, and for the timely disclosure thereof to the SEC, or the lack of board or senior management oversight to ensure compliance with such policies and procedures, shall be prima facie proof of failure to exercise the due diligence required.

The imposition of penalties shall be subject to administrative due process.

SEC MC 15-25 also provides for certain enforcement measures available to the SEC, including mechanics for encouraging and compensating whistleblower referrals.

Transitory provisions

Beneficial ownership information previously submitted to the SEC, pursuant to issuances that have since been amended or repealed (i.e., beneficial ownership information previously reported in past GIS filings), shall continue to be recognized for the specific filing period to which it pertains, without prejudice to the SEC’s authority to require corrections or updates, or to take appropriate action if such submissions are subsequently found to be inaccurate, incomplete or false.

Additionally, pending the full implementation and online availability of HARBOR, all reporting entities shall continue to submit their beneficial ownership information through the GIS filed via the eFAST system. Thereafter, upon issuance of a notice by the SEC declaring HARBOR operational, all beneficial ownership disclosures shall be submitted exclusively through HARBOR in the manner prescribed by the SEC.



* Nestor Fernando Siazon, Legal Executive, contributed to this alert