Regulator strips Discaya companies of licenses

In a significant step to apply pressure, as the wheels of justice turn slowly in the “Floodgate” scandal, the Securities and Exchange Commission (SEC) revoked the registrations of the companies owned by contractor couple Curlee and Sarah Discaya yesterday.

St. Gerrard Construction General Contractor and Development Corp. and St. Timothy Construction Corp. can no longer operate as corporations after the Securities and Exchange Commission (SEC) revoked their registrations for submitting false beneficial ownership information.

The two Discaya-owned firms were among the contractors linked to the flood control corruption scandal.

In separate resolutions dated 26 November, the SEC Enforcement and Investor Protection Department (EIPD) canceled the certificates of incorporation of St. Timothy and St. Gerrard, effectively stripping them of the privilege of conducting business, enter into contracts, or undertake projects.

P2-M fines for each firm

St. Timothy and St. Gerrard were also directed to pay P2 million each as a penalty, in accordance with section 11, I-A of SEC Memorandum Circular (MC) 10, Series of 2022, plus an administrative fine of P1,000 per day of continuing violation pursuant to Section 158 of Republic Act 11232, or the Revised Corporation Code.

In addition, the SEC disqualified the companies’ directors from serving as a director, trustee, or officer of any corporation for five years for failing to ensure the accuracy of their beneficial ownership declarations.

During a Senate Blue Ribbon Committee hearing on 1 September, Cezarah Rowena Cruz-Discaya stated that she was the owner and officer of St. Timothy and St. Gerrard.

However, based on SEC records, the EIPD found that Cruz-Discaya was not disclosed in the beneficial ownership declarations of St. Timothy from 2022 to September 2025, and of St. Gerrard from 2022 to 2024.

The failure of St. Timothy and St. Gerrard to disclose Cruz-Discaya as their beneficial owner violated SEC MC 15, Series of 2019, as amended by MC 10, Series of 2022, which requires companies to submit beneficial ownership information as part of their general information sheets.

As early as September, the SEC issued separate notices directing the two companies to pay a P2 million fine each for the false declaration of beneficial ownership information.

Both companies were given 15 calendar days to explain or justify their violations, but neither complied within the prescribed period.

The SEC said corporations must accurately and truthfully disclose beneficial ownership information. It warned that failure to comply — whether by omission or submission of incorrect information — “undermines market integrity and will be met with decisive regulatory sanctions.”

The regulator added that corporations are expected to respond promptly and responsibly when allowed to clarify or rectify discrepancies in their filings.

The SEC noted that the administrative sanctions are separate from other proceedings that may arise under the Revised Corporation Code or other laws. It added that the revocation of the companies’ corporate registration does not preclude administrative, civil, or criminal actions based on other violations.