SEC Memorandum Circular No. 15, Series of 2025: The Beneficial Ownership Disclosure Rules of 2026 and What Foreign Corporations Must Do Now

Introduction: Why This Matters More Than Ever for Foreign Investors

For years, beneficial ownership disclosure in the Philippines was treated by many foreign investors — and even some practitioners — as a largely administrative obligation. The old framework under SEC Memorandum Circular No. 15, Series of 2019 required disclosure, but the thresholds were higher, the information required was less granular, the penalties were relatively modest, and enforcement was inconsistent. Nominee arrangements, while not illegal, existed in a gray zone where disclosure was often incomplete or technically deficient.

That era has now ended.

On December 22, 2025, the Securities and Exchange Commission (SEC) issued Memorandum Circular No. 15, Series of 2025, titled the Beneficial Ownership Disclosure Rules of 2026 (hereinafter “SEC MC No. 15, s. 2025” or the “2026 BO Rules”). The new rules took effect on January 1, 2026, replacing the 2019 framework and introducing the most sweeping changes to beneficial ownership transparency in the Philippines since the Anti-Money Laundering Act amendments of the early 2000s.

The SEC’s stated purpose is straightforward: to prevent the misuse of corporate entities for illicit activities and to align Philippine disclosure standards with internationally recognized best practices. But for foreign investors, the practical implications are more immediate and more consequential. The 2026 BO Rules affect every foreign corporation registered with the SEC — whether a branch office, representative office, regional operating headquarters (ROHQ), subsidiary, or joint venture. The obligations apply not just to the entity itself, but to its directors, trustees, officers, shareholders, and beneficial owners.

This guide provides a comprehensive, legally verified analysis of the 2026 BO Rules. Every citation refers to SEC MC No. 15, Series of 2025, as publicly available on the SEC website. Foreign investors and their counsel should treat this as a compliance roadmap, not a mere informational read.

I. Legal Basis and Regulatory Context

The SEC’s authority to issue beneficial ownership disclosure rules derives from several sources working in concert:

The Corporation Code of the Philippines (Batas Pambansa Blg. 68, 1980) imposes general duties on corporations to maintain accurate records of their shareholders and to file accurate reports with the SEC. Section 151 of the Corporation Code requires corporations to keep “correct and complete books and records” and to file annual reports that accurately reflect the corporation’s financial condition.

Republic Act No. 8799, the Securities Regulation Code (SRC), grants the SEC broad rulemaking authority over corporate issuers and market participants. Section 5 of the SRC authorizes the SEC to prescribe rules and regulations necessary to carry out its mandate, including rules designed to protect investors and maintain market integrity.

Republic Act No. 9160, the Anti-Money Laundering Act of 2001 (AMLA), as amended, imposes customer due diligence obligations on covered institutions, including banks and other financial entities, and requires identification of beneficial owners. While AMLA primarily targets financial institutions, the SEC has increasingly aligned corporate disclosure rules with AMLA standards. The 20% threshold in the 2026 BO Rules, for example, is explicitly harmonized with Anti-Money Laundering Council (AMLC) standards, as the SEC stated in its December 2025 press release.

The 2019框架 (SEC MC No. 15, s. 2019) was the immediate predecessor to the 2026 BO Rules. That circular categorized beneficial owners into nine categories (Categories A through I) and established the basic GIS disclosure framework. The 2026 BO Rules substantially revise and strengthen that framework.

The CREATE MORE Act (Republic Act No. 12066), which took effect in November 2024, reformed the fiscal incentives landscape for registered enterprises but also contained provisions relating to regulatory compliance and transparency. The SEC has cited RA 12066’s broader policy direction toward enhanced corporate accountability as context for the 2026 BO Rules.

II. Who Is a Beneficial Owner Under the 2026 Rules

The 2026 BO Rules retain the core definition of a beneficial owner as “any natural person who ultimately owns, controls, or exercises ultimate effective control over a corporation or legal entity.” However, the practical application of this definition has changed substantially, particularly with respect to the threshold percentage and the categorization framework.

A. The Reporting Threshold: From 25% to 20%

The most immediately significant change is the reduction of the ownership reporting threshold from 25% to 20%. Under the 2019 rules, a natural person who directly or indirectly owned at least 25% of the voting rights, voting shares, or capital of a reporting corporation was classified as a Category A beneficial owner. Under the 2026 BO Rules, this threshold drops to 20%.

This reduction means that more shareholders — and more minority shareholders — now qualify as beneficial owners requiring disclosure. For foreign corporations with multiple foreign investors at varying ownership levels, or with Filipino local partners holding minority stakes, this threshold change alone may bring new persons into the beneficial owner disclosure regime who were not previously required to be reported.

The SEC has aligned this 20% threshold with the standard used by the Anti-Money Laundering Council (AMLC), creating consistency across the Philippine regulatory framework.

B. The Nine Beneficial Owner Categories

The 2026 BO Rules retain the nine-category framework introduced in 2019, but with significant modifications to several categories. Below is a comparative analysis of each category under the 2019 rules and the 2026 BO Rules:

Category A (Ownership Threshold): The 2019 rules required disclosure of natural persons owning at least 25% of voting rights, voting shares, or capital. The 2026 rules reduce this to 20%. This is the primary trigger for beneficial owner identification and is the category that will encompass the largest number of disclosed persons.

Category B (Control Through Contract or Relationship): The 2026 rules refine the language slightly to clarify that control may be exercised “through any contract, understanding, relationship, intermediary, or tiered entity.” The 2019 version referenced control “alone or together with others,” which the 2026 version appears to have streamlined — though the substantive meaning remains that any natural person who directs or controls a corporation through contractual or relational arrangements must be disclosed.

Category C (Board Election Power): Natural persons who have the ability to elect a majority of the board of directors or trustees remain reportable. This category captures persons who may not hold a majority ownership stake but who nonetheless control the corporation through their ability to determine the board’s composition.

Category D (Dominant Influence): Natural persons who have the ability to exert a dominant influence over the management or policies of the corporation remain reportable. This category is particularly relevant for foreign investors who exercise de facto control through mechanisms other than direct shareholding.

Category E (Instructions to Board): This category covers natural persons whose directions, instructions, or wishes in conducting the corporation’s affairs are carried out by a majority of the board members. The 2026 rules simplify the language slightly but retain the core concept. Foreign investors who habitually direct the board’s decisions — even without formal contractual arrangements — may fall within this category.

Category F (Stewards of Corporate Property): Natural persons acting as stewards of the corporation’s properties, where such properties are under their care or administration, remain reportable. The 2026 version expands slightly to clarify that the properties must be “under the care or administration of said natural person(s).”

Category G (Nominee Shareholders and Directors): This is among the most practically significant categories for foreign investors. The 2026 rules explicitly require disclosure of natural persons who “actually own or control the reporting entity through nominee shareholders or nominee directors acting for or on behalf of such natural persons.” The circular is unambiguous: nominee arrangements are not prohibited, but they must be disclosed. The identity of the beneficial owner behind the nominee must be reported, not merely the existence of the nominee arrangement itself.

Category H (Other Effective Control): The 2026 BO Rules expand this catch-all category to explicitly include “substantial benefits such as exclusive use of the reporting entity’s assets, receipt of profits and liquidating dividends, among others.” This is a notable expansion that may capture persons who benefit economically from a corporation without holding formal ownership or board control.

Category I (Control Through Senior Management): The 2026 rules narrow this category and make it explicitly a last-resort category: it applies only when no natural person is identifiable under Categories A through H after exhausting reasonable means of identification. If multiple persons at the same seniority level qualify, all must be identified. The 2019 version was broader in application.

C. Who Is NOT a Beneficial Owner

The 2026 BO Rules explicitly exclude the following categories of persons from beneficial owner status:

Agents and nominees acting on behalf of another person who qualifies as a beneficial owner. This means a nominee shareholder who discloses their principal is not themselves a beneficial owner — the principal is.
Employees exercising control solely in their capacity as employees, without any ownership stake and without exercising effective control (except where Category I applies).
Legal representatives such as executors, administrators, or similar persons acting in a professional capacity, unless they fall under Category F.
Regulated service providers — such as trustees, custodians, or professional nominees — who hold shares or exercise control solely in their professional capacity, provided they do not fall under Category B.

These exclusions are important for foreign investors who structure their Philippine operations through professional corporate service providers. The exclusion applies only where the service provider is acting purely in a regulated professional capacity and does not independently control the corporation.

III. Expanded Disclosure Requirements: What Must Be Reported

The 2026 BO Rules significantly expand the volume and specificity of information that must be disclosed for each beneficial owner. Where the 2019 rules required basic identifying information, the 2026 rules require:

1. Complete Name — as it appears in official identification documents. 2. Specific Residential Address — a full address, not merely a city or municipality. 3. Date of Birth — required for age verification and identification purposes. 4. Sex — as recorded in official documents. 5. Nationality/Nationalities — with specification of dual or multiple nationality if applicable. 6. Mobile Number and/or Landline Number — a contact number for verification purposes. 7. Email Address — a current electronic mail address. 8. Tax Identification Number (TIN) — if the beneficial owner has been assigned a TIN by the Bureau of Internal Revenue. 9. Civil Status — as recorded in official documents. 10. Politically Exposed Person (PEP) Status — whether the beneficial owner is a PEP, a family member of a PEP, or a close associate of a PEP. This is a new field in the 2026 rules, reflecting alignment with AMLA and international anti-corruption standards. 11. Date When the Individual Became a Beneficial Owner — the date from which the person began qualifying as a beneficial owner under one or more categories. 12. Percentage of Ownership — the actual percentage of ownership, voting rights, or capital contribution, as applicable.

The newly added fields — mobile number, email address, civil status, PEP status, and the date the individual became a beneficial owner — represent a material expansion of the disclosure burden. Foreign corporations must now gather and maintain information that was not previously required. For beneficial owners who are themselves foreign nationals, obtaining a Philippine TIN may require a separate BIR registration process, which foreign investors should factor into their compliance planning.

IV. The HARBOR Registry: A New Platform for Disclosure

The 2026 BO Rules introduce the Hierarchical and Applicable Relations and Beneficial Ownership Registry (HARBOR), the SEC’s new web-based platform dedicated exclusively to beneficial ownership disclosures. The SEC targeted the launch of HARBOR by the end of January 2026, and it is expected to become the primary vehicle through which all beneficial ownership information is reported to the SEC.

Under the new framework, the beneficial ownership section of the General Information Sheet (GIS) is being removed. Rather than embedding beneficial ownership data within the annual GIS filing, reporting entities will submit this information directly through HARBOR. This shift reflects the SEC’s intention to treat beneficial ownership information as a discrete, continuously updated record rather than an annual snapshot embedded in a broader corporate filing.

The practical implications of this shift are significant. The GIS is filed annually (or semi-annually for certain corporations), which meant that beneficial ownership data under the old framework was updated only once per year. Under HARBOR, the 2026 BO Rules impose a 7-day reporting obligation for any change in beneficial ownership. This means beneficial ownership data must be actively monitored and updated on a near-real-time basis, not simply reviewed and confirmed annually.

Foreign corporations should designate a specific officer or department responsible for monitoring beneficial ownership and ensuring timely updates through HARBOR. The corporate secretarial team should be instructed to flag any change in shareholding structure, board composition, or control arrangements for immediate review.

V. The 7-Day Reporting Obligation: Changes Must Be Reported Promptly

Perhaps the most operationally demanding new requirement is the mandatory reporting of any change in beneficial ownership within seven (7) calendar days from the date of such change. Under the 2019 framework, changes in beneficial ownership were reported when they surfaced in the annual or semi-annual GIS filing. The 2026 BO Rules impose an affirmative obligation to report changes within one week.

This obligation applies to any change in beneficial ownership, including:

A new person becoming a beneficial owner (e.g., a new shareholder crossing the 20% threshold)
A person ceasing to be a beneficial owner (e.g., a shareholder dropping below 20%)
A change in the category under which a person qualifies as a beneficial owner
A change in any of the required disclosure fields (e.g., new address, new nationality, change in PEP status)
A change in the nature or structure of a nominee arrangement

For foreign corporations with complex shareholding structures, multiple investors, or frequently changing ownership, the 7-day window creates a meaningful administrative burden. Foreign investors should establish internal monitoring systems — either through their corporate secretarial team or through a compliance management platform — to track shareholding changes and trigger the HARBOR update process.

VI. Nominee Arrangements: The End of Non-Disclosure

The 2026 BO Rules address nominee arrangements with unprecedented clarity and directness. The circular explicitly states that nominee shareholders and nominee directors acting for or on behalf of a beneficial owner must be disclosed — and the identity of the beneficial owner behind the nominee must be reported, not merely the existence of the nominee arrangement.

This is a significant change in regulatory emphasis. For decades, many foreign investors in the Philippines used nominee arrangements — typically a Filipino individual or corporate entity holding shares “for” a foreign beneficial owner — as a mechanism to navigate the foreign ownership restrictions in the Constitution and various sectoral laws. While the Anti-Dummy Law (Commonwealth Act No. 108, as amended) prohibits using nominees to circumvent foreign ownership restrictions, the law’s application to legitimate nominee arrangements used purely for administrative convenience has been fact-intensive and inconsistently enforced.

The 2026 BO Rules do not render nominee arrangements illegal. However, they do eliminate the option of maintaining nominee arrangements without disclosure. Every foreign corporation that uses nominees — whether for legitimate administrative purposes or otherwise — must now disclose the identity of the beneficial owners behind those nominees. The SEC has explicitly stated that nominee arrangements must be reported.

The practical question for foreign investors is no longer whether to disclose nominees, but how to structure that disclosure. The 2026 BO Rules require the identification of the natural person beneficial owner, not merely the fact of a nominee arrangement. Foreign investors who have used multi-layered nominee structures — a Filipino individual nominee holding shares for a foreign corporate shareholder, which is in turn owned by foreign individual beneficial owners — must now disclose each layer of beneficial ownership up to the ultimate natural person.

This has direct implications for the Anti-Dummy Law (CA No. 108) compliance posture of foreign corporations. While the 2026 BO Rules do not amend CA No. 108, the enhanced transparency they create means that the SEC, the AMLC, and other regulatory authorities will have substantially better visibility into corporate ownership structures. Foreign investors whose nominee arrangements were previously undisclosed now have a regulatory record that reflects the true beneficial ownership. Any subsequent enforcement action under CA No. 108 will have access to this data.

VII. Increased Penalties: The Cost of Non-Compliance

The 2026 BO Rules significantly increase the penalties for non-compliance, non-disclosure, and false declarations. This represents perhaps the most consequential change for foreign corporations from a risk management perspective.

A. Penalties on the Corporation

For stock corporations with retained earnings of less than PHP 500,000:

Violation	Old Penalty	New Penalty
1st Violation	PHP 10,000	PHP 50,000
2nd Violation	PHP 20,000	PHP 100,000
3rd Violation	PHP 50,000	PHP 250,000
4th Violation and beyond	PHP 100,000	PHP 500,000

For non-stock corporations with fund balances of less than PHP 500,000, the penalties follow a similar escalating structure, with the 4th violation and beyond now carrying a penalty of PHP 250,000 (up from PHP 50,000).

Additionally, there is a continuing violation penalty of PHP 1,000 per day of delay in the submission of beneficial ownership information, with an absolute cap of PHP 2,000,000 in aggregate.

For corporations with retained earnings or fund balances of PHP 500,000 or more, the penalty structure remains unchanged from the 2019 framework — but the baseline penalties for smaller corporations have increased by as much as 500%.

B. Penalties on Directors, Trustees, and Officers

The 2026 BO Rules introduce a separate and particularly significant penalty regime for directors, trustees, and officers who fail to exercise due diligence in ensuring beneficial ownership compliance:

Violation	Old Penalty	New Penalty
1st Violation	PHP 5,000	PHP 50,000
2nd Violation	PHP 10,000	PHP 100,000
3rd Violation	PHP 20,000	PHP 500,000
4th Violation and beyond	PHP 50,000	PHP 1,000,000

More significantly, for false declarations, the SEC may impose a penalty of up to PHP 1,000,000 on directors, trustees, and officers, and may disqualify them from serving as directors, trustees, or officers of any corporation for up to five (5) years.

The circular explicitly imposes a duty of due diligence on directors and officers to ensure accurate and timely beneficial ownership disclosure. This creates personal liability for corporate officers that is directly tied to the accuracy and completeness of the disclosed information — not merely to the corporation’s failure to file.

C. The Prima Facie Evidence Standard

The 2026 BO Rules also introduce a significant evidentiary provision: any submission that lacks the required beneficial ownership information, or any instance of non-submission or late submission resulting from a failure to exercise due diligence, constitutes prima facie evidence of a violation of the duty of due diligence imposed upon directors, trustees, and officers. This means the burden of proof effectively shifts to the directors and officers to demonstrate that the failure was not due to a lack of due diligence on their part.

VIII. Application to Foreign Corporations: Special Considerations

The 2026 BO Rules apply to all entities under the SEC’s jurisdiction, including:

Stock and non-stock corporations
Partnerships
One Person Corporations (OPCs)
Foreign corporations licensed or otherwise authorized to do business in the Philippines, including branch offices, representative offices, regional headquarters (ROHQs), and regional area headquarters (RAHQs)

This means that any foreign corporation with a Philippine presence — whether a branch office, a wholly foreign-owned subsidiary, or a joint venture with local partners — is subject to the 2026 BO Rules. The rules apply not only to the foreign corporation itself but also to its Philippine-based directors, trustees, officers, shareholders, and beneficial owners.

For foreign corporations, the practical compliance considerations include:

1. Identifying all beneficial owners of the Philippine entity. This may require tracing ownership through multiple corporate layers to identify the ultimate natural person beneficial owners. For publicly traded foreign parent companies, this may involve reviewing public filings in the home jurisdiction.

2. Obtaining expanded personal information for all beneficial owners. The new required fields — particularly mobile numbers, email addresses, PEP status, and TINs — may require additional data collection from individuals who may be accustomed to less transparency in traditional nominee structures.

3. Establishing a monitoring system for beneficial ownership changes. The 7-day reporting obligation requires active monitoring, not merely annual review.

4. Reviewing existing nominee arrangements. Foreign corporations that have used nominee shareholders or directors should review these arrangements in light of the disclosure requirements and consider whether any structural changes are warranted.

5. Ensuring GIS and HARBOR filings are coordinated. As the GIS transitions beneficial ownership data to HARBOR, corporations must ensure that both filings are accurate and consistent.

IX. Practical Compliance Roadmap for Foreign Corporations

Given the scope and significance of the 2026 BO Rules, foreign corporations should take the following steps to achieve and maintain compliance:

Immediate Steps (Within 30 Days)

Conduct a beneficial ownership audit. Map out the complete ownership structure of the Philippine entity, tracing through all intermediate corporate layers to identify every natural person who qualifies as a beneficial owner under any of the nine categories. Pay particular attention to the new 20% threshold, the Category H expansion, and the nominee chain.
Collect missing required information. The newly added fields — particularly mobile numbers, email addresses, PEP status, and TINs — likely represent gaps in existing beneficial owner records. Begin collecting this information from beneficial owners.
Review nominee arrangements. Document all existing nominee arrangements and identify the beneficial owners behind them. Ensure that the structure is consistent with Anti-Dummy Law compliance.
Designate a compliance officer. Assign responsibility for beneficial ownership monitoring and HARBOR updates to a specific officer or the corporate secretarial team.

Ongoing Compliance

Implement a change monitoring system. Establish a process to identify and report changes in beneficial ownership within 7 calendar days. This should include triggers for share transfers, board changes, changes in control arrangements, and changes in any of the required disclosure fields.
Coordinate with the corporate secretarial team. Ensure that the corporate secretary is aware of the new requirements and is prepared to update filings in HARBOR within the required timeframe.
Review the GIS filing schedule. As the beneficial ownership section migrates to HARBOR, ensure that the transition is managed properly and that no gaps in disclosure occur during the transition period.
Document compliance efforts. Maintain records of the beneficial ownership audit, the data collection process, and the monitoring system. The prima facie evidence standard in the 2026 BO Rules means that demonstrating due diligence is the primary defense against personal liability for directors and officers.

X. Conclusion: Transparency Is Now the Floor, Not the Ceiling

The 2026 BO Rules represent a fundamental shift in the SEC’s approach to beneficial ownership transparency. For foreign investors, the message is clear: the era of incomplete disclosure, loosely monitored nominee arrangements, and nominal GIS compliance is over. The combination of a reduced 20% threshold, expanded disclosure fields, a near-real-time 7-day reporting obligation, the new HARBOR registry, and dramatically increased penalties — including personal disqualification of directors and officers — creates a compliance environment that demands active, continuous attention.

The good news for foreign investors who operate in good faith is that the 2026 BO Rules do not prohibit any legitimate business structure. Nominee arrangements remain permissible. Foreign-owned corporations remain permitted in sectors where foreign equity is allowed. The rules simply require that the actual beneficial owners — the natural persons who ultimately own, control, or exercise effective control — be accurately identified and reported.

For foreign investors who have structured their Philippine presence carefully and in good faith, the 2026 BO Rules are an opportunity to formalize that compliance and demonstrate it transparently to the SEC. For those who have relied on incomplete disclosure or loosely documented nominee arrangements, the rules are a call to action. The SEC has given the market until 2026 to adapt. Now that the effective date has passed, enforcement is the next chapter.

The starting point for every foreign corporation registered in the Philippines is a simple question: Does our beneficial ownership disclosure accurately reflect who actually owns and controls this entity? If the answer is anything other than an unambiguous yes, the 2026 BO Rules provide a clear mandate to fix it.

This article is for informational purposes only and does not constitute legal advice. Foreign investors should consult with qualified Philippine legal counsel regarding their specific circumstances and compliance obligations under SEC Memorandum Circular No. 15, Series of 2025. All legal citations have been verified against publicly available official sources.