The Securities and Exchange Commission (SEC) is moving toward much better corporate transparency with the proposed “Revised Guidelines on Beneficial Ownership Disclosure and Transparency,” issued on October 10, 2025.
A Better Corporate Accountability
The drafted guideline aims to reinforce and strengthen the disclosure process for those individuals who own, benefit from, or control such corporations in the Philippines. With that being said, the new rules indicate that companies must comply with complete details, such as:
- Full name, address, nationality, birthdate, sex, date of becoming a beneficial owner, and other information as may be material to matters as determined by the guidelines.
- Category and percentage of ownership or voting rights
- Nature and means of control
- Date of acquisition or establishment of beneficial ownership
Additionally, it also prohibits bearer shares, requiring disclosure of nominee arrangements, and further implements sanctions for falsified declarations.
Why It Matters
It may sound intriguing as to why there is a need for stricter disclosure. Still, according to the SEC, the proposed revisions form part of the state’s efforts to combat corruption, financial crimes, and money laundering. This enables the Philippines to meet global standards as set by the Financial Action Task Force (FATF) and the Open Ownership initiatives.
Likewise, by further implementing better transparency in beneficial ownership, the Philippines can foster greater investor confidence, ensure fair practices, and promote integrity in the corporate sector.
Moreover, another critical thing to consider is that it will be effective for all companies under the supervision of the SEC. This includes partnerships, stock and non-stock corporations, foreign corporations, one-person corporations, as well as the directors, trustees, incorporators, officers, and shareholders or members of the said corporation. All beneficial owners of the covered entities must be disclosed, along with their respective categories.
What Businesses Should Do Now
For now, firms and their stakeholders must conduct an internal audit regarding such beneficial ownership to verify existing disclosures. This helps as the first step to align with the proposed guidelines and have sufficient time to make adjustments for the specified requirements. Furthermore, updating internal control systems or compliance processes can facilitate the transition to new requirements. With the proper reporting templates, it will result in a significantly time-beneficial matter for the establishment.
Another essential consideration is training for compliance and legal teams on the new requirements that the SEC will issue. With this, even if the draft is ongoing for approval and consultations, it can be an advantage to the company to be a step ahead. Lastly, participating in the SEC’s ongoing public consultation to raise concerns or suggestions will be of great help in achieving realistic ideals and identifying key factors that must be considered when implementing the guidelines. They will accept comments until November 9, 2025.
Secure Your Corporate Compliance Edge
The SEC’s focus on transparency is changing how corporations disclose beneficial ownership. The proposed circular may enhance disclosures, but it also raises considerations for corporate entities.
Need further help in decoding the new SEC draft? — Our compliance team can break it down for your organization, from key requirements to actionable steps. Message us now or book a consultation to stay ahead of the curve in your business.
