SEC Philippines introduces stricter BO disclosures to curb illicit activity

January 5, 2026

The Securities and Exchange Commission (SEC) has issued a revised regulatory framework designed to strengthen corporate transparency and improve the accuracy and timeliness of beneficial ownership disclosures ahead of its 2026 implementation.

According to FinTech Philippines, the updated rules, outlined in SEC Memorandum Circular No. 15, Series of 2025, formally introduce the Beneficial Ownership Disclosure Rules of 2026, which will come into force on 1 January 2026.

The new framework forms part of the SEC’s broader effort to prevent the misuse of corporate structures for financial crime and other illicit activities. By enhancing disclosure requirements and tightening reporting timelines, the regulator aims to close long-standing gaps that have allowed opaque ownership arrangements to persist across domestic and foreign entities operating in the Philippines.

SEC Chairperson Francis Lim underlined the importance of the reforms, stating: “Strengthening transparency in beneficial ownership is a key regulatory reform to reduce the risk of corporate entities being misused for illicit activities.” The revised rules introduce a more granular approach to identifying beneficial owners, classifying them into Categories A to I based on ownership interests, voting rights and levels of control.

Under the framework, Category A covers individuals who own at least 20% of a corporation’s outstanding voting rights or capital. The scope of the rules extends beyond traditional corporations to include partnerships, one-person corporations, and foreign entities registered to operate in the country, significantly broadening regulatory oversight.

A notable operational change relates to how beneficial ownership data is submitted. At present, corporations disclose BO information through the General Information Sheet (GIS) filed using the SEC’s Electronic Filing and Submission Tool (eFAST). Once the new system is in place, entities will be required to submit disclosures through a dedicated, web-based beneficial ownership registry. While existing processes will remain temporarily, the SEC has confirmed that the BO section will eventually be removed from the GIS entirely.

The rules also introduce clearer timelines for compliance. Newly registered corporations must submit beneficial ownership details upon incorporation, while existing entities are required to provide updated information alongside their next GIS filing. Any subsequent changes to ownership or control must be reported within seven calendar days, significantly reducing reporting lag.

To reinforce compliance, the SEC has introduced stricter penalties for non-compliance and misreporting. Corporations that submit false information may face fines of up to PHP 2m and, in severe cases, dissolution. Responsible officers found to have made false declarations could be fined up to PHP 1m and barred from holding corporate office for up to five years, signalling a tougher enforcement stance as the 2026 deadline approaches.