SEC Updates Rules on Beneficial Ownership Disclosure

The Securities and Exchange Commission (SEC) has issued Memorandum Circular No. 15, Series of 2025, introducing key updates to the beneficial ownership disclosure framework. 

A Beneficial Owner is defined as a natural person who owns or exercises effective control over a corporation. Only natural persons shall be recognized as beneficial owners. The SEC has provided nine categories (A through I) for determining control. Category A now explicitly requires the identification of natural persons who directly or indirectly own at least twenty percent (20%) of the voting rights, shares, or capital of the entity.

The circular also imposes stringent disclosure obligations for entities using nominee arrangements. Any nominee incorporator, director, trustee, or shareholder must disclose their status and the full identity of their nominators, including names, nationalities, and tax identification numbers (TIN). If the nominator is a corporation or trust, the entity must also disclose the beneficial owners or the trustors and beneficiaries. For newly registered entities, this information must be submitted before a certificate of incorporation or business license can be issued.

The required information for Beneficial Ownership Disclosure now includes an individual’s sex, civil status, mobile number and/or landline, Politically Exposed Person (PEP) status, and the exact date they became a beneficial owner.

Filing timelines and registry protocols were revised. Any changes in beneficial ownership must be reported within seven (7) calendar days of the event. Effective January 30, 2026, all submissions must be made through the Hierarchical and Applicable Relations and Beneficial Ownership Registry (HARBOR), ensuring a centralized and up-to-date record of beneficial ownership.Failure to disclose remains subject to fines scaled according to retained earnings for stock corporations or fund balance for non-stock corporations, while a finding of false declaration may incur a fine of up to PHP 2,000,000 and could lead to corporate dissolution. Individual directors, trustees, and officers may face personal liability, including a PHP 1,000,000 fine and a five-year disqualification from holding corporate office in the event of a false declaration.