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The New Rules on Beneficial Ownership Declaration
20 February 2026
After nearly seven (7) years,1 the Securities and Exchange Commission (the “Commission”) has released a major update on how Corporations file their General Information Sheet (GIS) specially on how the beneficial owners are to be declared.
SEC Memorandum Circular No. 15, Series of 2025, also known as the Beneficial Ownership Disclosure Rules of 2026, was issued by the Commission to establish a comprehensive regulatory framework requiring reporting entities to provide accurate beneficial ownership information2.
Who are the beneficial owners?
A Beneficial Owner refers to any natural person who ultimately owns, controls, or exercises ultimate effective control over a corporation or legal entity.
In 20193, the Commission categorized beneficial owners from Categories A to I, each describing different bases of beneficial ownership — such as direct or indirect ownership, dominant influence, or executive control over the corporation’s affairs.
Through the recent SEC MC No. 15, Series of 2025, the following categories were updated to reflect some key differences. To serve as guidance on the new categories, please see our comparative matrix below:
| OLD | NEW |
A | Natural person(s) owning, directly or indirectly or through a chain of ownership, at least twenty-five percent (25%) of the voting rights, voting shares or capital of the reporting corporation. This is without prejudice to ownership thresholds that may be imposed by other regulators. | Natural person(s) owning, directly or indirectly or through a chain of ownership, at least twenty percent (20%) of the voting rights, voting shares or capital of the reporting corporation. |
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 | 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 | 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 | 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 corporations who are accustomed or under an obligation to act in accordance with such person’s directors, instructions or wishes. | Natural person(s) whose directions instructions, or wishes in conducting the affairs of the reporting entityare carried out by a majority of the board members. |
F | Natural person(s) acting as stewards of the properties of the corporations, where such properties are under the care or administration of said natural persons | 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 on behalf of such natural persons. | Natural person(s) who actually own or control the reporting entitythrough nominee shareholders or nominee directors acting for or on behalf of such natural persons. |
H | Natural person(s) ultimately owning or controlling or exercising effective control over the corporation through means not falling under any of the foregoing categories. | Natural person(s) 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 | Natural 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 exert control over the corporation, the reporting corporation having exhausted all reasonable means of identification and provided there are no grounds for suspicion. | 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. |
While the old GIS provided instructions implying that a beneficial owner may be listed in different categories, the new SEC Beneficial Ownership Rules expressly state in the Memorandum Circular that a single natural person may fall under one or multiple categories of beneficial ownership. Therefore, when declaring a company’s beneficial owners, all applicable categories must be carefully reviewed and exhausted to determine every category to which a beneficial owner may belong.
Who may not be beneficial owners?
The new Memorandum Circular4 also clarified the following persons who do not qualify as beneficial owners:
- Persons who are acting solely as agent, nominees, trustees, or in similar capacities on behalf of another person who qualifies as a beneficial owner’
- Persons who hold positions in or exercise control over a corporation solely in their capacity as employees, without any ownership stake and without exercising effective control except when the beneficial owners fall under the ambit category I in the preceding section
- Persons authorized to act on behalf of a group of natural persons, such as executors, administrators, or similar legal representatives not falling under Category F; and
- Persons holding shares or exercising control solely in their professional capacity as regulated service providers; provided, that they do not fall under the category B in the preceding section.
Who is covered under the new SEC Beneficial Ownership Rules?
After determining who may or may not qualify as beneficial owners, it is equally important to identify the reporting entities covered by the new SEC Philippines Beneficial Ownership Rules. The Commission has adopted a broad approach, applying the rules to all entities under its jurisdiction, including the following
- Stock and non-stock corporations
- Partnerships
- One Person Corporations
- Foreign corporations licensed or otherwise authorized to do business in the Philippines (e.g., branches, representative offices, and regional headquarters)
In addition to these reporting entities, the rules also cover incorporators, directors, trustees, officers, shareholders or members, and beneficial owners, including persons filing applications for incorporation or registration of corporations with the Commission.
The SEC Memorandum Circular also includes a catch-all provision stating that all other corporations and legal entities may likewise be covered.
Based on the foregoing, all natural and juridical persons under the SEC’s jurisdiction is required to declare has a duty to keep and preserve adequate, accurate, and up-to-date Beneficial Ownership Information. This duly is continuing and shall form part of the internal record-keeping of the reporting entity5.
What are the matters to be disclosed?
With the addition of several new required details, the Rules provide that all beneficial owners must disclose the following information, similar to the existing beneficial ownership declaration but with expanded data requirements:
- Complete name
- Specific residential address
- Date of birth
- Sex
- Nationality/ies
- Mobile number and/or landline number*
- Email address*
- Tax Identification Number (if any)
- Civil status*
- PEP*;
- Date when the individual became a beneficial owner*
- Percentage of ownership
*These are the newly added details required to be disclosed.
This beneficial ownership information shall be submitted through the Commission’s designated beneficial ownership registry. Read the details regarding HIERARCHICAL AND APPLICABLE RELATIONS AND BENEFICIAL OWNERSHIP REGISTRY (HARBOR) [HERE].
What are the penalties to failure to disclose?
All reporting entities should also note that the new SEC Memorandum Circular increases the penalties for entities with retained earnings or fund balances of less than PHP 500,000 that fail, without lawful cause, to disclose their beneficial ownership as required. For corporations with retained earnings or fund balances of PHP 500,000 or more, the penalty structure remains unchanged.
To serve as a guide on the increase of penalties, please see below:
For Stock Corporations with retained earnings of less than PHP500,000.00
| OLD | NEW |
1st Violation | PHP 10,000.00 | PHP 50,000.00 |
2nd Violation | PHP 20,000.00 | PHP 100,000.00 |
3rd Violation | PHP 50,000.00 | PHP 250,000.00 |
4th Violation onwards | PHP 100,000.00 | PHP 500,000.00 |
For Non-Stock Corporation with fund balance of less than PHP500,000.00
| OLD | NEW |
1st Violation | PHP 5,000.00 | PHP 25,000.00 |
2nd Violation | PHP 10,000.00 | PHP 50,000.00 |
3rd Violation | PHP20,000.00 | PHPP 100,000.00 |
4th Violation onwards | PHP 50,000.00 | PHP 250,000.00 |
There is also an additional fine of PHP1,000.00 for each day of delay in the submission of beneficial ownership information as a continuing violation, but the additional fine for the continuing violation shall in no case exceed Php2,000,000.00.
The Liabilities of Directors/Trustees and/or Officers of the Corporation
The new SEC memorandum circular strengthens its rules that a directors/trustees and or officers of the reporting corporation must exercise due diligence in ensuring compliance with the requirements of the new beneficial information rules. The Commission also increased its penalties to be imposed upon erring directors, trustees, and/or officers:
| OLD | NEW |
1st Violation | PHP 5,000.00 | PHP 50,0000.00 |
2nd violation | PHP 10,000.00 | PHP 100,000.00 |
3rd violation | PHP 20,000.00 | PHP 500,000.00 |
4th violation onwards | PHP 50,000.00 | PHP 1,000,000.00 |
Note that if the violation refers to False Declaration, rather than compliance, the Commission provided that after due notice and hearing, it may penalize up to 1M pesos the directors, trustees and officers of the corporation and disqualify then for a period of 5 years.
Final Notes:
With the new SEC Beneficial Ownership Rules, reporting entities—not only stock and nonstock corporations—must carefully ensure compliance with the updated disclosure requirements for identifying their beneficial owners. Under the Memorandum Circular, any submission that lacks the required beneficial ownership information, as well as every instance of non‑submission or late submission resulting from a failure to exercise due diligence, constitutes prima facie evidence of a violation of the duty of due diligence imposed upon directors, trustees, and/or officers6.
Through its oversight and regulatory powers, the Commission may impose penalties not only on the reporting entity for failure to file the required beneficial ownership information, but also on the directors, trustees, and officers responsible for ensuring compliance.
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