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The Securities and Exchange Commission (SEC) has issued Memorandum Circular No. 15, Series of 2025, which sets out the Beneficial Ownership Disclosure Rules of 2026 (“2026 BO Rules”) that consolidates and updates existing regulations on beneficial ownership reporting.
The BO Disclosure Rules apply to domestic and foreign corporations, partnerships, and one-person corporations (OPCs) under the SEC’s jurisdiction. They also cover relevant officers, shareholders, partners, resident agents, and other persons responsible for compliance.
A beneficial owner is any natural person who, directly or indirectly, through any contract, arrangement, or relationship, has or shares: (i) Voting power, including the power to vote or direct the voting of shares or securities; and/or (ii) Investment or economic power, including the power to dispose of or direct the disposition of such shares or securities, even if that person does not appear as a registered shareholder.
Consistent with Anti-Money Laundering Council regulations, the 2026 BO Rules adopt 20% ownership or control threshold for reporting beneficial ownership which can be classified into categories, depending on how ownership, control, or influence is exercised. Corporations are required to disclose the identity and contact details of their beneficial owners, the basis for classification, and the date when beneficial ownership was established.
A key feature of the new framework is the creation of a dedicated digital Beneficial Ownership Registry, which will replace the current submission of BO information through the Electronic Filing and Submission Tool (eFAST). Once operational, the BO section will be removed from the General Information Sheet (GIS). Corporations whose ownership structure remains unchanged will shift to filing a simplified annual attestation instead of resubmitting full BO details. The registry will be web-based but integrated with eFAST to maintain procedural consistency.
Non-compliance with BO disclosure requirements carries significant penalties. Stock corporations with retained earnings below ₱500,000 may be fined ₱50,000 for a first violation, escalating to ₱500,000 for repeated violations. Nonstock corporations with the same fund balance face fines starting at ₱25,000, rising to ₱250,000.
Submission of false BO information may result in fines of up to ₱2 million and possible revocation of corporate registration or dissolution. Directors, trustees, and officers who fail to exercise due diligence may also face personal fines and, in cases of false declaration, disqualification from corporate office for five years.
The 2026 BO Rules reflect the SEC’s stronger enforcement stance on corporate transparency. Companies should immediately review their ownership structures and compliance systems well before January 1, 2026 to avoid penalties and regulatory sanctions.