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Notice: TO: All Concerned Subject: Frequently Asked Questions (Faqs) On Beneficial Ownership
Notice: TO: All Concerned Subject: Frequently Asked Questions (Faqs) On Beneficial Ownership
Notice: TO: All Concerned Subject: Frequently Asked Questions (Faqs) On Beneficial Ownership
TO : ALL CONCERNED
The public is hereby notified of the following replies to the Frequently Asked
Questions (FAQs) as guide in complying with the requirements of the Commission on
Beneficial Ownership:
QUESTION ANSWER
2. Where can we find the rules and You may read the following circulars
regulations of the SEC on issued by the SEC on beneficial ownership
beneficial ownership? of a corporation:
SEC Memorandum Circular No. 15,
Series of 2019 (Revision of the GIS for
Domestic Corporations to Include
Beneficial Ownership Information);
SEC Memorandum Circular No. 30,
Series of 2020 (Revision of the GIS for
Foreign Corporations to Include
Beneficial Ownership Information); and
SEC Memorandum Circular No. 01,
Series of 2021 (BO Transparency
Guidelines).
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3. What is the purpose of requiring Disclosure of beneficial ownership
the disclosure of beneficial information is required for the following
ownership information? purposes:
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7. Is there a difference between a Yes. A legal owner is a juridical or natural
legal owner and a beneficial person who under the law has legal title
owner? while a beneficial owner is the natural
person who actually or ultimately owns or
controls the corporation or exercises
ultimate effective control even if on paper
he does not have any legal title or does not
appear as the legal owner.
13. Who are considered as the person By virtue of the positions held within the
or persons in control of the corporation, the following persons may be
company by virtue of their positions considered as persons in control of the
therein? company:
14. When should you indicate a If despite diligent efforts (the reporting
member of the Board and/or the corporation having exhausted all other
senior managing official of the means of identification and provided there
company as a beneficial owner? are no grounds for suspicion), the
company is unable to identify the natural
person who directly or indirectly owns at
least 25% of the voting shares, voting
rights or capital of the corporation, or
through other means, the reporting
corporation may disclose as its beneficial
owner a member(s) of the Board and/or
the senior managing official.
15. When should the corporation’s It must be annually disclosed in the GIS
beneficial ownership information and therefore within thirty (30) calendar
be reported? days from date of the stockholders’ or
members’ actual annual membership
meeting.
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18. What are the penalties for failure to The reporting corporation and its
disclose beneficial ownership Directors/Trustees and Officers may be
information to the SEC? imposed with fines for failure to disclose its
beneficial ownership information in the
GIS. This is without prejudice to the
imposition of other applicable penalties as
provided for under the Revised
Corporation Code of the Philippines,
Securities Regulation Code and other
rules and regulations of the SEC.
19. Who may have access to beneficial Only competent authorities such as law
ownership information? enforcement agencies for law enforcement
and other lawful purpose.
20. Is this information also available to No. Such information is not publicly
the general public? accessible. A request for beneficial
ownership information will have to be
coursed through competent authorities or
a court of competent jurisdiction.
The public is also notified that the SEC is conducting webinars on Beneficial
Ownership requirements. Webinar schedules will be posted on the SEC website.
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