SEC sets fines for false ownership reports

The Securities and Exchange Commission (SEC) has issued new rules to make company disclosures on beneficial ownership more accurate and timely to prevent the misuse of corporations for illegal activities.

In a statement on Tuesday, the SEC said it issued Memorandum Circular No. 15, Series of 2025 on 22 December, which sets the Beneficial Ownership Disclosure Rules of 2026. The rules will take effect on 1 January 2026.

Strengthening transparency in beneficial ownership

“Strengthening transparency in beneficial ownership is a key regulatory reform to reduce the risk of corporate entities being misused for illicit activities,” SEC Chairperson Francis Lim said.

“The 2026 rules streamline existing disclosure processes and allow the Commission to make better use of structured, high-quality data, ensuring that authorized authorities can access reliable and timely information for lawful purposes,” he added.

Under the new rules, companies must disclose their beneficial owners — people who own or control the company.

A beneficial owner includes anyone who directly or indirectly owns at least 20 percent of a company, or who exercises control or dominant influence over its operations.

Ownership details submitted in an online system

The SEC will set up an online system where companies will submit their ownership details. This will replace the current reporting through the General Information Sheet.

Companies will only need to confirm their ownership information once a year, unless there are changes, which must be reported within seven days.

New companies must submit ownership information when they register, while existing companies must do so in their next General Information Sheet filing.

Penalties for violations

Penalties apply for violations. Companies that fail to disclose their beneficial owners may be fined, while those that submit false information may face fines of up to P2 million and possible dissolution.

Directors and officers who fail to ensure accurate reporting may also be fined and could be barred from holding corporate positions for up to five years.