SEC Issues Revised Rules for 2026 Corporate Beneficial Ownership

The Securities and Exchange Commission (SEC) issued a new regulatory framework to enhance the accuracy and timeliness of beneficial ownership (BO) declarations for corporations.

SEC Memorandum Circular No. 15, Series of 2025, known as the Beneficial Ownership Disclosure Rules of 2026, will take effect on 1 January 2026.

The revised rules aim to prevent the misuse of corporate entities for illicit activities.

The 2026 framework classifies beneficial owners into Categories A to I based on their ownership interests and control.

Category A includes individuals owning at least 20% of a corporation’s voting rights or capital. The rules apply to domestic and foreign corporations, partnerships, and one-person corporations.

A significant change involves the submission process.

Corporations currently file BO data via the General Information Sheet (GIS) on the Electronic Filing and Submission Tool (eFAST). However, the new rules mandate submission through a dedicated, web-based registry once it becomes operational.

Existing processes remain in effect for now, but the Commission will eventually remove the BO section from the GIS.

Newly registered corporations must submit BO information upon incorporation, while existing entities must provide it with their next GIS submission.

Any changes to ownership must be reported within seven calendar days.

The framework also introduces stricter penalties. Submission of false information may result in fines of up to P2 million and potential corporate dissolution.

Responsible officers facing false declaration charges could be fined up to PHP 1 million and disqualified from holding office for five years.

Featured image by Dmitrii Travnikov via Freepik.

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