The Philippine Securities and Exchange Commission has requested comments on an exposure draft memorandum circular that would overhaul beneficial ownership (BO) disclosure and transparency requirements for entities under its jurisdiction and operationalise submissions through a dedicated beneficial ownership registry. The draft “Beneficial Ownership Disclosure Rules of 2026” would apply broadly to domestic corporations, partnerships, foreign corporations licensed to do business in the Philippines, one-person corporations, and relevant corporate actors including incorporators, directors, trustees, officers and shareholders. It would require identification of BOs as natural persons, using an approach that includes an ownership test for individuals holding at least 20% of voting rights, voting shares or capital, as well as multiple control-based categories and a senior management fallback where no BO can be identified after exhausting reasonable means. Covered entities would have a continuing duty to maintain adequate, timely and accurate BO records, report changes within seven calendar days, and retain BO information and supporting documentation for at least five years after dissolution or termination and for five years after each change. The draft also proposes a prohibition on issuing, selling or offering bearer shares and bearer share warrants, mandatory disclosure of nominee arrangements and nominators, and a penalty regime including escalating fines for non-disclosure, daily fines for delay (capped at PHP 2,000,000), and sanctions for false declarations that can include fines up to PHP 2,000,000 and subsequent dissolution after a notice-and-order process. Written comments are due by 09 November 2025, using the Commission’s template. The draft also sets out that the rules would take effect 15 days after publication in two newspapers of general circulation, with existing BO disclosures remaining valid until the next submission under the new rules, and with further guidelines, templates and technical specifications to be issued to support compliance.
Philippine Securities and Exchange Commission 2025-10-10
Philippine Securities and Exchange Commission launches consultation on revised beneficial ownership disclosure rules including a 20% ownership threshold
The Philippine Securities and Exchange Commission has released a draft memorandum proposing new beneficial ownership disclosure rules for domestic and foreign corporations. It mandates identifying beneficial owners as natural persons, introduces a 20% ownership threshold, and outlines a reporting and penalty framework. It prohibits bearer shares and requires disclosure of nominee arrangements, with penalties for non-compliance up to PHP 2,000,000.