The Philippine Securities and Exchange Commission (SEC) is directing all foreign corporations to fully disclose their beneficial owners.
SEC Memorandum Circular No. 30 (series of 2020) requires all foreign corporations (such as branch office, representative office and regional area/operating headquarters) to include information on their beneficial owners through the use of the Beneficial Ownership Declaration page of the revised form of the General Information Sheet (GIS). The resident agent, country or regional/area head is mandated to exercise due diligence in obtaining, keeping, reporting and updating information on the foreign corporation’s beneficial ownership. The issuance, which covers both stock and non-stock foreign corporations, also states that in case of any relevant changes in the submitted beneficial ownership information, the SEC should be notified thereof within thirty (30) days after such change occurred or became effective.
SEC defines Beneficial Owner as “any natural person(s) who ultimately own(s) or control(s) or exercise(s) ultimate effective control over the corporation.” The definition also covers “natural person(s) who actually own or control the corporation as distinguished from the legal owners.” Full description of Beneficial Ownership is provided in the Beneficial Ownership Declaration page.
Non-compliance or failure to disclose information will hold the foreign corporation liable for violation of the said circular. Resident agents, country heads, or area/regional heads of the foreign corporations may also be held accountable for non-compliance.
The circular was issued in response to the government’s efforts in the implementation of the Anti-Money Laundering Act of 2001 and the Terrorist Financing Prevention and Suppression Act of 2012.