The Securities and Exchange Commission issues the Beneficial Ownership Disclosure Rules of 2026.
The Securities and Exchange Commission (SEC) has issued Memorandum Circular No. 15, Series of 2025 (MC 15-2025), establishing the Beneficial Ownership Disclosure Rules of 2026 (the “Rules”). These Rules introduce stricter reporting requirements, mandate the creation of a centralized Beneficial Ownership Registry, and impose significant penalties for non-compliance. The Rules took effect on January 1, 2026.
The Rules apply to domestic stock and non-stock corporations, partnerships, foreign corporations (such as Regional Operating Headquarters, Regional Headquarters of Multinational Companies, Representative Offices, Branch Offices, and all other foreign corporations licensed to do business in the Philippines), One-Person Corporation, incorporators, directors, trustees, officers, shareholders/ members and beneficial owners of corporations, persons filing for incorporation/ registration of a corporation, and other corporations and entities/ arrangements subject to the regulation by the SEC.
The following are the key provisions of MC 15-2025:
1. Who is a “Beneficial Owner”?
MC 15-2025 emphasizes that only natural persons shall be recognized as beneficial owners and all beneficial owners falling under any of the categories identified in the circular shall be disclosed and all applicable categories shall be reported.
Below are the categories of beneficial ownership under SEC MC 15-2025 compared to the categories of beneficial ownership under SEC Memorandum Circular No. 15 series of 2019.
| Category | Categories of Beneficial Ownership under SEC Memorandum Circular No. 15 series of 2019 | New Categories of Beneficial Ownership under SEC MC 15-2025 |
|---|---|---|
| A | Natural person(s) owning, directly or indirectly or through a chain of ownership, at least 25% of the voting rights, voting shares or capital of the reporting corporation | Ownership
Natural person(s) owning, directly or indirectly, through a chain of ownership, at least 20% of the voting rights, voting shares, or capital of the reporting entity. |
| B | Natural person(s) who exercise control over the reporting corporation, alone or together with others, through any contract, understanding, relationship, intermediary or tiered entity. | Contractual Control
Natural person(s) who exercise control over the reporting entity through any contract, understanding, relationship, intermediary, or tiered entity. |
| C | Natural person(s) having the ability to elect a majority of the board of directors/ trustees, or any similar body, of the corporation. | Board Election Power
Natural person(s) having the ability to elect a majority of the board of directors/ trustees, or any similar body, of the reporting entity. |
| D | Natural person(s) having the ability to exert a dominant influence over the management or policies of the corporation. | Dominant Influence
Natural person(s) having the ability to exert a dominant influence over the management or policies of the reporting entity. |
| E | Natural person(s) whose directions, instructions or wishes in conducting the affairs of the corporation are carried out by majority of the members of the board of directors of such corporation who are accustomed or under an obligation to act in accordance with such person’s directions, instructions or wishes. | 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. |
| F | Natural person(s) acting as stewards of the properties of corporations where such properties are under the care or administration of said natural person(s). | 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 person(s). |
| G | Natural person(s) who actually own or control the reporting corporation through nominee shareholders or nominee directors acting for or in behalf of such natural persons. | 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 |
| H | Natural person(s) ultimately owning or controlling or exercising ultimate effective control over the corporation through other means not falling under any of the foregoing categories. | Other Control Mechanisms
Natural persons ultimately owning or controlling or exercising ultimate effective control 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 others. |
| I | atural person(s) exercising control through positions held within a corporation (i.e., responsible for strategic decisions that fundamentally affect the business practices or general direction of the corporation such as the members of the board of directors or trustees or similar body within the corporation; or exercising executive control over the daily or regular affairs of the corporation through a senior management position]. This category is only applicable in exceptional cases where no natural person is identifiable who ultimately owns or exerts control over the corporation, the reporting corporation having exhausted all reasonable means of identification and provided there are no grounds for suspicion. | Senior Management
Natural person/s exercising control through senior management positions within the reporting entity. This category is applicable only when no natural person is identifiable under Categories A through H after exhausting reasonable means of identification. If there are multiple persons in the same level of seniority, all such persons shall be identified as beneficial owners. |
A reporting entity will disclose for each beneficial owner, the complete name, residential address, date of birth, sex, nationality, mobile number, landline number, e-mail address, TIN or passport number (if without TIN), civil status, if the beneficial owner is a politically exposed person (PEP), and date when the individual became a beneficial owner. Said information will be accessible to law enforcement agencies and other government agencies, aside from the SEC.
2. The Beneficial Ownership Registry
The SEC is moving away from the General Information Sheet (GIS) as the primary tool for disclosure of the Beneficial Ownership. All beneficial ownership information will have to be submitted to the electronic Beneficial Ownership Registry which will be established by the SEC.
Until the Beneficial Ownership Registry is declared operational by the SEC, corporations must continue to disclose the beneficial ownership information via the GIS (eFAST System). Any change in beneficial ownership shall be reported within seven (7) days from the date of event. For newly registered entities, beneficial ownership information shall be submitted at the time of incorporation or registration.
3. Mandatory Disclosure of Nominee Arrangements
MC 15-2025 strictly regulates nominee arrangements.
Mandatory Disclosure: Any incorporator, director, trustee, or shareholder acting as a nominee for another person must disclose their principal to the SEC. The disclosure shall include the full names, country of residence, nationality, TIN or passport number (if without TIN). If the nominator is a corporation, its beneficial owner must be disclosed.
MC 15-2025 also states that no dividends shall be paid to any natural or juridical person who is not the recorded owner in the stock and transfer book of the issuing company for which dividends are being paid. The Rules require that the transfer of shares, the date thereof, by whom and to whom should be disclosed and recorded in the stock and transfer book within 30 days from the date of transfer, subject to compliance with applicable regulations on registration of transfer.
4. Penalties for Non-Compliance
Failure to disclose the required beneficial ownership information is punishable by a fine ranging from Php 25,000 to Php 2,000,000 depending on the frequency of the violation and amount of retained earnings/ fund balance of the corporation. An additional fine of Php 1,000 for each day of delay in no case exceeding Php 2,000,000 is also imposed. Meanwhile, a penalty of up to Php 2,000,000 shall be imposed on a corporation after a finding of a submission of a false beneficial ownership information.
MC 15-2025 also penalizes directors, trustees and officers who failed to exercise due diligence in ensuring compliance with the requirement to disclose beneficial ownership information resulting in no beneficial owners being timely disclosed in the registry or non-submission of beneficial ownership information. The penalty ranges from Php 50,000 to Php 1,000,000 depending on the frequency of violation. If the violation refers to false declaration, the penalty is a fine of up to Php 1,000,000 and the penalty of disqualification to act as director, trustee, and officer of any corporation for a period of five (5) years will also be imposed.
The penalty of suspension and revocation of certificate of incorporation can also be imposed by the SEC upon a finding of a willful violation of the circular and orders of the SEC.
