SEC Beneficial Ownership Disclosure Reforms 2025

New Rules: Making Company Ownership Crystal Clear in the Philippines

The Philippines is making a major change to how companies are run. The Securities and Exchange Commission (SEC) has created a new set of rules, called the Draft Memorandum Circular on Beneficial Ownership Disclosure and Transparency.

What is the SEC Doing and Why?

The main goal of these rules is to stop people from using companies to hide money or illegal activities. Every corporation must identify its real owner — the Beneficial Owner — including their name, nationality, address, ownership percentage, and type of control.

Key Steps to Achieve Transparency

1. No More Hidden Shares

The SEC has banned bearer shares to prevent anonymous ownership.

2. Naming the “Front” Person

Companies must declare any nominee arrangements and reveal who really controls the company behind the scenes.

3. Giving All the Details

Corporations must include owner data like full name, nationality, address, ownership percentage, and control type during registration and in annual reports (GIS).

4. Reporting Changes Immediately

Any ownership changes must be reported to the SEC within seven days to keep records updated.

5. Centralized Public Record

The SEC will store ownership data in a digital Beneficial Ownership Registry using its HARBOR system for easy access and investigation.

Serious Penalties for Cheating

Non-compliance fines range from ₱50,000 to ₱500,000. False information can lead to ₱2 million penalties or corporate dissolution. Directors may be personally fined up to ₱1 million.

Global Alignment and Benefits

The policy aligns with the FATF, Open Ownership, and UNODC. Transparent firms gain investor trust, global credibility, and protection from illicit associations.

Transparency from Day One

No registration certificate or business license will be issued until full beneficial ownership information is disclosed — ensuring openness at company formation.

This landmark reform moves the Philippines toward a fully transparent and globally aligned business environment.