The Philippine Securities and Exchange Commission issued a revised framework for corporate beneficial ownership disclosures, consolidating existing requirements into the Beneficial Ownership Disclosure Rules of 2026 to improve the accuracy and timeliness of beneficial ownership information used to prevent the misuse of corporate entities for illicit activities. The rules take effect on January 1, 2026 and apply to domestic and foreign corporations, partnerships, and one-person corporations under SEC jurisdiction, as well as relevant officers, shareholders, and other covered persons. The rules introduce verification mechanisms to validate beneficial ownership information and address discrepancies, provide controlled access for authorized parties subject to applicable laws and safeguards, and set a 20 percent reporting threshold aligned with Anti-Money Laundering Council rules. Beneficial owners are classified into Categories A to I, including Category A natural persons who directly or indirectly own at least 20 percent of voting rights, voting shares, or capital, alongside other categories based on forms of control or influence; required disclosures include identifying and contact information needed to establish beneficial ownership and the date the individual became a beneficial owner. Filing is designed to shift from the current submission via the Electronic Filing and Submission Tool (eFAST) within the General Information Sheet (GIS) to a new web-based beneficial ownership registry integrated with eFAST; after initial registry submission, corporations will annually attest to previously submitted information unless changes occur, and any change in beneficial ownership must be reported within seven calendar days. Newly registered corporations must submit beneficial ownership information at incorporation or registration, while existing entities must provide it with their next GIS submission; the corporate secretary or authorized representative (or the resident agent for foreign corporations, or the relevant person for one-person corporations) is tasked with ensuring timely and accurate disclosure, and the SEC may require additional documents as part of its visitorial powers. Penalties are set by retained earnings or fund balance, including fines for stock corporations with retained earnings below PHP 500,000 starting at PHP 50,000 for a first violation and rising to PHP 500,000 for a fourth violation, and for nonstock corporations with fund balance below PHP 500,000 starting at PHP 25,000 for a first violation and rising to PHP 250,000 for a fourth violation. Submitting false beneficial ownership information can trigger fines of up to PHP 2 million and potential dissolution, while directors, trustees, or officers may face fines from PHP 50,000 (first violation) up to PHP 1 million (fourth violation) for due diligence failures; officers responsible for false declarations may be fined up to PHP 1 million and disqualified from corporate roles for five years. Use of the new registry will commence once the SEC formally announces it is fully operational, and implementing guidelines on registry submission will be issued in due course.

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