The move signals a stronger push by the regulator to enforce beneficial ownership rules—central to tracing accountability, preventing money laundering, and maintaining market integrity.
The SEC, in a press release, emphasized that inaccurate disclosures compromise the corporate registry system and will be met with firm penalties.
The big picture
In separate resolutions dated Nov. 26, the SEC’s Enforcement and Investor Protection Department (EIPD) canceled the certificates of incorporation of St. Timothy Construction Corp. and St. Gerrard Construction General Contractor and Development Corp.
Both firms were ordered to pay P2 million each, the prescribed penalty under SEC Memorandum Circular (MC) No. 10, Series of 2022, plus an administrative fine of P1,000 per day of continuing violation under the Revised Corporation Code.
In the same statement, the SEC said it also disqualified both companies’ directors from serving as directors, trustees, or officers of any corporation for five years for failing to ensure the accuracy of the beneficial ownership declarations.
What triggered the revocation
During a Senate Blue Ribbon Committee hearing on Sept. 1, Cezarah Rowena Cruz-Discaya identified herself as the owner and officer of St. Timothy and St. Gerrard.
However, SEC filings showed that Cruz-Discaya was not disclosed as a beneficial owner in St. Timothy’s submissions from 2022 to September 2025, and in St. Gerrard’s filings from 2022 to 2024, the Commission said
This omission violated SEC MC No. 15, Series of 2019, as amended, which requires corporations to submit true and complete beneficial ownership information in their General Information Sheets.
Non-compliance despite notice
In September, the SEC had already issued separate notices to both companies ordering them to pay P2 million each for the false declarations. They were given 15 calendar days to explain or justify the discrepancies but failed to respond within the allowed period.
Regulatory perspective
The SEC stressed that truthful disclosure of beneficial ownership is a non-negotiable legal duty, and any misrepresentation—whether intentional or by omission—will be met with “decisive regulatory sanctions.”These administrative penalties do not preclude civil, criminal, or further administrative actions that may arise from violations of the Revised Corporation Code or other laws, the SEC said.
The bottom line
The agency continues to remind corporations to ensure accuracy and prompt updates in their filings, underscoring that transparency is vital to maintaining trust and integrity in the Philippine market. —Ed: Corrie S. Narisma
