Philippine Securities and Exchange Commission revokes Discaya-linked St. Timothy and St. Gerrard registrations over false beneficial ownership filings

The Philippine Securities and Exchange Commission has revoked the corporate registrations of St. Timothy Construction Corporation and St. Gerrard Construction General Contractor and Development Corporation for submitting false beneficial ownership information. In separate resolutions issued by the SEC Enforcement and Investor Protection Department on November 26, the certificates of incorporation of both companies were canceled and each firm was ordered to pay a PHP 2 million penalty under SEC Memorandum Circular No. 10 (Series of 2022), plus an administrative fine of PHP 1,000 per day of continuing violation under Section 158 of Republic Act No. 11232 (Revised Corporation Code). The companies’ directors were also disqualified from serving as a director, trustee, or officer of any corporation for five years for failing to ensure the accuracy of the beneficial ownership declaration. The SEC found that Cezarah Rowena Cruz-Discaya, who stated in a September 1 Senate Blue Ribbon Committee hearing that she was the owner and officer of both firms, was not disclosed in St. Timothy’s beneficial ownership declarations from 2022 to September 2025 and in St. Gerrard’s from 2022 to 2024, in breach of SEC Memorandum Circular No. 15 (Series of 2019) as amended by SEC Memorandum Circular No. 10 (Series of 2022). Separate notices issued in September gave each company 15 calendar days upon receipt to explain or justify the violations, but neither complied within the prescribed period. The SEC noted that these administrative sanctions are separate from, and do not preclude, other proceedings under the Revised Corporation Code or other laws, and that revocation does not bar the filing of additional administrative, civil, or criminal actions based on other violations.