The Securities and Exchange Commission (SEC) is tightening its oversight of corporate transparency with new disclosure mandates designed to strip away the anonymity of company owners and curb financial crimes.

The regulator issued Memorandum Circular No. 15 on Dec. 22, establishing the Beneficial Ownership Disclosure Rules of 2026.

The new framework, which takes effect Jan. 1, 2026, consolidates existing regulations into a single mandate to prevent the misuse of corporate vehicles for money laundering and other illicit activities.

SEC Chairperson Francis Lim said the reform is intended to provide authorized agencies with a reliable database of high-quality, structured information.

Under the new guidelines, the SEC is shifting to a dedicated online registry for beneficial ownership data, moving away from the current system where such information is tucked into the General Information Sheet submitted through the Electronic Filing and Submission Tool. Once the new web-based registry is operational, the commission will remove the beneficial ownership section from the standard filing form to avoid redundancy.

The rules apply to all domestic and foreign corporations, partnerships, and one-person corporations operating in the Philippines.

The commission has established a 20 percent reporting threshold for ownership, aligning its standards with the Anti-Money Laundering Council. This primary tier, known as Category A, identifies natural persons who hold at least 20 percent of voting rights or capital, either directly or through a chain of ownership.

Eight other categories cover individuals who exercise significant control or dominant influence over a company’s affairs, such as the power to elect a majority of the board.

Compliance burdens for existing companies will include a mandate to report any changes in beneficial ownership within seven calendar days. Newly incorporated entities must provide this data at the time of registration. Responsibility for the accuracy of these filings falls on corporate secretaries, resident agents, or single stockholders in the case of one-person firms.

The commission has introduced a tiered penalty system for non-compliance, with fines linked to a company's financial standing.

Stock corporations with retained earnings of less than ₱500,000 face fines starting at ₱50,000 for a first offense, climbing to ₱500,000 for a fourth violation. Non-stock corporations with similar fund balances face initial fines of ₱25,000.

The SEC is taking a particularly aggressive stance on the submission of false information. Corporations found to have filed fraudulent data could be fined as much as ₱2 million and face potential dissolution.

Individual directors or officers who fail to exercise due diligence in these disclosures may be fined up to ₱1 million and could be disqualified from holding corporate offices for five years.