The Securities and Exchange Commission issued Memorandum Circular No. 15, Series of 2025, adopting revised beneficial ownership disclosure rules. For Philippine corporations, the development is a reminder that incorporation is only the beginning of corporate compliance. Companies must also maintain reliable information about the natural persons who ultimately own or exercise control over them.

Beneficial ownership is concerned with substance rather than labels. A name appearing in the stock and transfer book may not always identify the person who ultimately benefits from the shares or directs how ownership rights are exercised. Corporate records should therefore be reviewed together with voting arrangements, nominee relationships, ownership chains, and other facts that may show ultimate ownership or control.

The revised rules should prompt boards, corporate secretaries, compliance officers, and shareholders to examine whether their internal information-gathering procedures remain adequate. Clear questionnaires, documentary support, escalation procedures, and periodic confirmations can reduce the risk of incomplete or outdated disclosures.

Foreign shareholders, holding companies, trusts, nominee arrangements, and layered ownership may require a more detailed legal and factual review. The proper analysis depends on the governing rules and the actual manner in which control or economic benefit is exercised.

Corporations should obtain the official circular and confirm the applicable forms, deadlines, and transitional requirements before filing. A compliance review can help reconcile SEC submissions with the company’s articles, by-laws, general information sheets, stock records, and supporting agreements.

Official source: View the official issuance or Supreme Court release.

This article provides general information and does not constitute legal advice. Requirements and procedures may change; obtain advice for your specific circumstances.