The Securities and Exchange Commission (SEC) has unveiled a revised regulatory framework designed to strengthen corporate transparency and improve the accuracy and timeliness of beneficial ownership (BO) disclosures.
According to FinTech Philippines, The new rules, formally issued under SEC Memorandum Circular No. 15, Series of 2025, will come into force on 1 January 2026 and represent a significant shift in how corporations disclose ownership and control information.
The Beneficial Ownership Disclosure Rules of 2026 are aimed at addressing long-standing concerns around the misuse of corporate structures for illicit activities, including money laundering and financial crime. By tightening disclosure obligations and accelerating reporting timelines, the SEC is seeking to close gaps that have historically allowed opaque ownership arrangements to persist across corporate entities.
“Strengthening transparency in beneficial ownership is a key regulatory reform to reduce the risk of corporate entities being misused for illicit activities,” SEC chairperson Francis Lim said.
Under the revised framework, beneficial owners are classified into Categories A to I, based on both ownership interest and degree of control. Category A captures individuals who own at least 20% of a corporation’s voting rights or capital, setting a clear quantitative threshold for disclosure. The scope of the rules is broad, covering domestic and foreign corporations, partnerships and one-person corporations, reflecting the SEC’s intention to apply consistent standards across different legal structures.
One of the most notable changes introduced by the 2026 rules relates to the submission process for BO information. At present, corporations submit beneficial ownership data through the General Information Sheet (GIS) using the SEC’s Electronic Filing and Submission Tool (eFAST). While this process will remain in place during the transition period, the Commission plans to move BO reporting to a dedicated, web-based registry once it becomes operational. When this occurs, the BO section will be removed from the GIS entirely, signalling a structural change in how ownership data is collected and managed.
The timing requirements for disclosure are also being tightened. Newly registered corporations will be required to submit beneficial ownership information at the point of incorporation, embedding transparency from the outset. Existing entities, meanwhile, must provide BO details alongside their next GIS filing. Any subsequent changes to ownership or control must be reported within seven calendar days, significantly reducing the window for outdated or inaccurate information to remain on record.
Alongside enhanced reporting obligations, the framework introduces tougher penalties to deter non-compliance. Corporations found to have submitted false information may face fines of up to P2m, as well as the possibility of corporate dissolution. Responsible officers who make false declarations could be fined up to PHP 1m and disqualified from holding office for a period of five years, underlining the personal accountability embedded in the new regime.
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