Just in time for the government’s probe into the multi-billion infrastructure corruption, the Securities and Exchange Commission (SEC) has revised its rules on beneficial ownership.

But why exactly are these new guidelines important?

Simply, a beneficial owner is a “natural person who ultimately owns or controls or exercises
ultimate effective control over a corporation or legal entity,” according to the SEC. In certain cases, the lack of transparency on beneficial ownership enabled circumvention of rules.

That’s why under existing laws, corporations and entities are required to disclose their beneficial ownership information. The commission’s SEC Memorandum Circular No. 15 Series of 2025, under Chairperson Francis Lim, enhanced the accuracy and accessibility of information related to beneficial ownership.

“This will help streamline procedures and ensure that stakeholders, such as covered persons, law enforcement agencies, competent authorities, and other authorized government agencies, have reliable and current data necessary for the efficient performance of their respective mandates,” the commission said.

Why this matters

The SEC itself has said that “corruption, money laundering, and terrorist financing” are sometimes caused by the lack of transparency on beneficial ownership.

• By identifying beneficial owners of some companies, authorities can trace and list down people who should be held accountable forviolations their entities had committed.
• This was displayed in some cases like in the issue of the Philippine offshore gaming operators (POGOs) and even in flood control corruption.
• Disclosure of ownership in business is important to ensure transparency and avoid possible conflict of interest.
• POGOs: After the raiding of a Porac, Pampanga POGO in 2024, some individuals identified as beneficial owners of the companies linked to the said POGOs faced complaints like trafficking. This includes Katherine Cassandra Ong and Duanren Wu, who are both beneficial owners of Whirlwind Corporation.
• Authorities started cracking down on POGOs due to crimes linked to it like scamming and human trafficking. Amid the mess, the Philippine Amusement and Gaming Corporation launched a new framework for POGOs to determine the ultimate beneficial owner of an applying company.
• POGOs were ultimately banned in the country through an executive order from President Ferdinand Marcos Jr., and later through a legislation passed by the country’s legislative chambers.
• Flood control: On the issue of the multi-billion flood control mess, controversial contractor Sarah Discaya and her companies failed to declare in writing her involvement in the construction firms St. Timothy and St. Gerrard. She confirmed in a Senate hearing that she was the owner of the said companies. As a result, the SEC revoked the two companies’ registration and ordered them to pay a penalty of P2 million each.
• Former House appropriations chairperson Zaldy Co and his family are big-time contractors who bagged billions of projects from the government. He sold his stake from their firms Sunwest, but a Rappler investigation revealed that he is still the beneficial owner of the said company.

Who are considered beneficial owners?

Under the SEC’s new rules, only natural persons (human beings with rights and duties) can be considered as beneficial owners. This is to distinguish natural persons from juridical persons, or legal persons who also have rights and duties, but are not human beings.

The SEC mandates that all beneficial owners under the following categories be disclosed:

Meanwhile, the SEC said a corporation may declare as many beneficial owners as it may have. Under the rules, reporting entities (corporations or companies) may provide access to beneficial ownership declarations within the period specified in the request.

What information should be disclosed?

Corporations and companies are required to disclose the following information about their beneficial owners:

• Complete names
• Specific residential address
• Birthdate
• Sex
• Nationality/ies
• Mobile number/ landline
• E-mail address
• Tax identification number. For foreigners who have no tax identification number, they may submit passport number containing the name of the issuing country
• Civil status
• Politically Exposed Person or an “individual who is or has been entrusted with prominent public position with substantial authority over policy, operations or the use or allocation of government-owned resources, a foreign state or an international organization.”
• Date the person becomes a beneficial owner

In addition, reporting entities shall also give the following information regarding a beneficial owner’s ownership or control:

• Specific category or categories of beneficial ownership
• Percentage of ownership or voting rights
• Specific nature and means of control the beneficial owner is holding
• Date when beneficial ownership is acquired or established

Who may access this information?

Within the bounds of data privacy act, the SEC may provide access to beneficial ownership to the following:

• Authorized personnel within SEC
• Law enforcement agencies, competent authorities, and other government agencies
• “Covered persons” under the Anti-Money Laundering Act’s list (jewelry dealers, company service providers, etc.)
• Media networks “whose members and/or employees may held accountable for any wrongdoing, adhering to a journalistic code of conduct or code of ethics”
• General public (to the extent allowed by law)

– Rappler.com