Corporate
Revised Categories of Beneficial Ownership under SEC MC 15, series of 2025
The Securities and Exchange Commission (SEC) issued SEC Memorandum Circular No. 15, series of 2025 providing for the Beneficial Ownership Disclosure Rules of 2026 (the Rules), which requires disclosure of natural persons as beneficial owners where such ownership falls under any of the determined Categories A – I.
In Notice dated 20 January 2026, the SEC announced that all beneficial ownership information shall be submitted through HARBOR (Hierarchical and Applicable Relations and Beneficial Ownership Registry).
HARBOR now adopts the revised Categories in SEC MC No. 15, series of 2025, as summarized below, with the revisions (from SEC MC No. 15, series of 2019) in bold:
Category A – Ownership
Natural person(s) owning, directly or indirectly at least twenty percent (20%) of the voting rights, voting shares, or capital of the reporting entity.
Category B – Contractual Control
Natural person(s) who exercise control over the reporting entity through any contract, understanding, relationship, intermediary, or tiered entity.
Category C – Board Election Power
Natural person(s) having the ability to elect a majority of the board of directors/trustees, or any similar body, of the reporting entity.
Category D – Dominant Influence
National person(s) having the ability to exert a dominant influence over the management or policies of the reporting entity.
Category E – Direction of Board
Natural person (s) whose directions, instructions, or wishes in conducting the affairs of the reporting entity are carried out by a majority of the board members.
Category F – Property Stewardship
Natural person (s) acting as stewards of properties of the reporting entity, where such properties are under the care or administration of said natural person(s).
Category G – Nominee Arrangements
Natural person(s) who actually own or control the reporting entity through nominee shareholders or nominee directors acting for or on behalf of such natural persons.
Category H – Other Control Mechanisms
Natural person(s) ultimately owning or controlling or exercising ultimate effective control through other means not falling under any of the foregoing categories including substantial benefits such as exclusive use of the reporting entity’s assets, receipt of profits and liquidating dividends, among others
Category I – Senior Management
Natural person(s) exercising control through senior management positions within the reporting entity. This category is applicable only when no natural person is identifiable under Categories A through H after exhausting reasonable means of identification. If there are multiple persons in the same level of seniority, all such persons shall be identified as beneficial owners.
Click here to read the entire SEC Memorandum Circular No. 15, series of 2025, here for Notice dated 20 January 2026 and here for Memorandum Circular No. 15, series of 2019.
Read the following related articles:
- SEC Issues Beneficial Ownership Transparency Guidelines
- Disclosure of Beneficial Ownership for Companies Engaged in Mineral, Oil and Gas Industries in the Philippines
- SEC issues new Beneficial Ownership Disclosure Rules, launches HARBOR
Date of publication: 21 March 2026
Share This Article
Disclaimer: The information in this website is provided for general informational purposes only. No information contained in this post should be construed as legal advice from Platon Martinez or the individual author, nor is it intended to be a substitute for legal counsel on any subject matter. No reader of this post should act or refrain from acting on the basis of any information included in, or accessible through this post without seeking the appropriate legal or other professional advice on the particular facts and circumstances.