The draft memorandum circular on Revised Guidelines on Beneficial Ownership Disclosure and Transparency, released on Oct. 10, consolidates existing rules and introduces stricter reporting standards, with public comments accepted until Nov. 9.
“By strengthening beneficial ownership information disclosure, we are addressing critical gaps that enable corruption and financial crime in the country, complementing broader government efforts to combat corruption and illicit financial activities,” SEC Chair Francis Lim said on Thursday.
Developed with Open Ownership and the United Nations Office on Drugs and Crime, the reform aligns the Philippines with Financial Action Task Force (FATF) standards against money laundering and corruption.
Under the proposal, the SEC will:
• Require all registered corporations—including domestic and foreign firms, partnerships, and one-person corporations (OPCs)—to declare their beneficial owners and the type of control they exercise.
• Ban bearer shares and require disclosure of nominee arrangements.
• Mandate submission of detailed information such as ownership percentage, nationality, address, and means of control.
Corporations must submit this data upon registration or through their next General Information Sheet, and report changes within seven days.
All filings will go through the SEC’s beneficial ownership registry, which will grant access to regulators, law enforcement, and, under limited conditions, the media and the public.
Penalties are steep
Firms that fail to disclose can be fined P50,000 to P500,000 depending on their retained earnings, while those that submit false information face up to P2 million in fines and possible dissolution. Directors and officers may also be fined up to P1 million for repeated violations.
—Edited by Miguel R. Camus
