The Securities and Exchange Commission (SEC) issued Memorandum Circular 15, Series of 2025, which serves as a comprehensive and omnibus guideline consolidating all previous issuances on beneficial ownership. The circular aligns Philippine regulation with international standards, particularly those set by the Financial Action Task Force (FATF), compliance with which contributed to the country’s removal from the FATF grey list.
It likewise introduces future-proof regulatory mechanisms, most notably the SEC’s new digital platform: the Hierarchical and Applicable Relations and Beneficial Ownership Registry (HARBOR).
One of the most significant reforms under MC 15 is the lowering of the beneficial ownership threshold.
Under the new rules, a natural person who directly or indirectly owns at least twenty percent (20 percent) of the voting rights, voting shares, or capital of a reporting entity is now considered a beneficial owner.
This marks a departure from the previous 25 percent threshold and inevitably expands the pool of individuals subject to beneficial ownership reporting.
The result is a broader disclosure regime and a corresponding increase in compliance obligations for corporations and other covered entities.
Another notable feature of the circular is the expanded accessibility of beneficial ownership information.
While the SEC remains bound by the Data Privacy Act and its implementing rules, MC 15 provides that access may be granted not only to authorized SEC personnel and law enforcement agencies, but also to competent authorities and other government bodies.
Covered persons under the Anti-Money Laundering Act may likewise be given access.
Even media organizations may be granted access, provided their members are bound by journalistic codes of conduct and may be held accountable for misuse.
Significantly, the general public may also be granted access to the extent allowed by law. This is an express recognition of the possibility that future legislation may further liberalize disclosure. In this sense, the circular is deliberately designed to be future-proof.
At the center of this regulatory shift is SEC HARBOR, a web-based system that now serves as the official beneficial ownership registry.
All Beneficial Ownership Declaration (BOD) forms are to be submitted through HARBOR, replacing the previous practice of manual PDF submissions via eFAST.
Unlike the old system, where beneficial ownership data had to be manually reviewed and encoded, HARBOR allows real-time access, instant reporting, and the visualization of complex corporate layering structures.
This marks a critical move from formalistic compliance to functional transparency.
HARBOR was developed in partnership with the Asian Development Bank and forms part of the Philippines’ commitments under FATF recommendations to strengthen beneficial ownership monitoring and enforcement.
The SEC has further announced that, effective 30 January 2026, all BOD pages shall be submitted exclusively through HARBOR, now fully integrated with eFAST. This effectively institutionalizes HARBOR as the single gateway for beneficial ownership reporting.
MC 15 also emphasizes timeliness. Any change in beneficial ownership must be reported within seven calendar days from the occurrence of the event, a strict timeline that underscores the importance of up-to-date and accurate disclosures.
Finally, the circular expands the scope of covered entities. One Person Corporations (OPCs) and partnerships are now expressly included as responsible parties and are likewise required to disclose their beneficial owners.
Taken together, MC 15 represents one of the most consequential governance reforms in recent years. It reflects a clear policy direction: beneficial ownership is no longer a box-ticking exercise, but a core pillar of corporate transparency, regulatory enforcement, and public accountability.