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FAQs on SEC’s 2026 Revised Beneficial Ownership Disclosure Rules
When did the 2026 Revised Beneficial Ownership Disclosure Rules take effect?
The 2026 Revised Beneficial Ownership Disclosure Rules took effect on 1 January 2026.
What does the 2026 Revised Beneficial Ownership Disclosure Rules require?
The 2026 Revised Beneficial Ownership Disclosure Rules requires the identification and disclosure to the SEC of the “beneficial owners” of a reporting entity.
To whom does the 2026 Revised Beneficial Ownership Disclosure Rules apply?
The 2026 Revised Beneficial Ownership Disclosure Rules apply to all natural and juridical persons within the jurisdiction of the Securities and Exchange Commission (“SEC”) of the Philippines. This includes:
- all domestic corporations;
- foreign corporations (ROHQ, Regional HQs of MNCs, representative offices, branch offices, and other foreign corporations licensed to do business in the Philippines);
- partnerships;
- one-person corporations (“OPCs”);
- incorporators, directors, trustees, officers, shareholders, or members, and beneficial owners of corporations; and
- persons filing for incorporation or registration with the SEC.
Who is a beneficial owner?
A beneficial owner refers to any natural person who ultimately owns or controls or exercises ultimate effective control over a corporation or legal entity.
What are the ways by which beneficial owners exercise ownership or ultimate effective control over a reporting entity?
Natural persons who are entitled to, and/or able to do any of the following with respect to a reporting entity may be deemed as beneficial owners:
| Category A | Ownership | By owning, directly or indirectly, through a chain of ownership, at least 20% of the voting rights, voting shares, or capital of the reporting entity |
| Category B | Contractual Control | By contract, understanding, relationship, or through an intermediary or tiered entity |
| Category C | Board Election Power | By having the ability to elect a majority of the board of directors/trustees or any similar body of the reporting entity |
| Category D | Dominant Influence | By having the ability to exert dominant influence over the management or policies of the reporting entity |
| Category E | Direction of the Board | If his/her directions, instructions, or wishes in conducting the affairs of the reporting entity are carried out by a majority of the board of directors/members |
| Category F | Property Stewardship | By acting as stewards/administrators of properties of the reporting entity |
| Category G | Nominee Arrangement | By nominating nominee shareholders or nominee directors who shall act for and on behalf of him/her |
| Category H | Other Control Mechanisms | By any other means not falling under any Categories A to G above, such as having exclusive use of the reporting entity’s assets, entitlement to profits and liquidating dividends, and/or deriving substantial benefits |
| Category I | Senior Management | If there is no natural person exercising beneficial ownership through any one of the means under Categories A to H, by holding senior management positions in the reporting entity |
Who do not qualify as beneficial owners?
The following do not qualify as beneficial owners:
- Those acting solely as agents, nominees, trustees, or in similar capacities on behalf of or under the direction of another person;
- The employees who do not have any ownership stake and effective control over a reporting entity, except those falling under Category I (Senior Management), if applicable;
- Those who act as executors, administrators, or legal representatives, unless falling under Category F (Property Stewardship); and
- Those holding shares or exercising control solely in their professional capacity as regulated service providers, unless falling under Category B (Contractual Control).
Is there a limit on the number of beneficial owners that may be declared by a reporting entity?
No limit.
May a single natural person simultaneously qualify as a beneficial owner under several categories?
Yes.
In the case of an OPC, who shall be deemed as a beneficial owner?
| If the single stockholder is: | The beneficial owner shall be: | |
| A natural person | Said natural person | |
| A trust | All beneficiaries with defined beneficial interests in the trust | Category A (Ownership) |
| All trustors/settlors/grantors who established the trust | Category B (Contractual Control) or E (Direction of the Board) | |
| Any other natural person who exercises effective control over the trust | Category B (Contractual Control) | |
| All trustees or administrators exercising control over the trust asset | Category F (Property Stewardship) | |
| An estate | All heirs and legatees with beneficial interests in the estate | Category A (Ownership) |
| Any other natural persons who exercise effective control over the estate | Category B (Contractual Control) | |
| The executor or administrator of the estate | Category F (Property Stewardship) | |
How is beneficial ownership computed where a reporting entity’s ownership structure is tiered?
A reporting entity is deemed to have a “tiered ownership structure” when the ownership stake in a reporting entity is held by entities that are, in turn, owned by other entities. In this scenario:
- Indirect beneficial ownership shall be computed by multiplying ownership percentages at each tier of the ownership structure;
- Ownership shall be traced through all types of legal entities and arrangements, without limit to the number of corporate layers; and
- A natural person shall be deemed as beneficial owner when he/she exercises effective control (through any of the categories of beneficial ownership mechanism) at any level of the ownership chain, even if his/her resulting ownership percentage does not reach 20%.
Does the beneficial ownership declaration include shareholders abroad?
Yes, as long as the shareholders have direct or indirect ownership stake in a reporting entity.
What are the disclosure requirements with respect to nominee arrangements?
Where a person (i.e., the nominee) acts as incorporator, director, trustee, or shareholder for another person (i.e., nominator), the nominee must disclose (i) his/her nominee status, and (ii) his/her nominator to the SEC. If the nominator is a corporation, its beneficial owners shall be disclosed to the SEC. If the nominator is a trust, the trustor, trustee, and beneficiary must be disclosed.
Where a person applying for incorporation or registration of an entity with the SEC does not act as nominee for any other person (in relation to an incorporation or registration application), such fact must also be declared to the SEC.
When should the disclosures required under the 2026 Revised Beneficial Ownership Disclosure Rules be submitted?
For newly-registered entities, the beneficial ownership declaration shall be made at the time of incorporation or registration.
For existing entities, the beneficial ownership declaration shall be made when they file their annual General Information Sheet (“GIS”). Note that the GIS should be submitted to the SEC within 30 calendar days after the annual shareholders’/members’ meeting, and if no such meeting was held, on or before 30 January of the following year.
Any change in beneficial ownership shall be reported within 7 calendar days from the occurrence of such change.
How is the beneficial ownership declaration made?
The beneficial ownership declaration shall no longer form part of the GIS. The beneficial ownership declaration will be made through the SEC designated platform for the purpose (i.e., Hierarchical and Applicable Relations and Beneficial Ownership Registry (“HARBOR”)) available at https://harbor.sec.gov.ph/login. Note that only the authorized filers of a reporting entity may access HARBOR.
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The content on this website is for general information only and does not constitute professional advice. You should not rely on it as a substitute for advice from a qualified professional who is familiar with your particular circumstances.
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