SEC issues new Beneficial Ownership Disclosure Rules, launches HARBOR

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).

The Rules require the disclosure of natural persons as beneficial owners where such ownership falls under any of the following categories: Category A (Ownership); Category B (Contractual Control); Category C (Board Election Power); Category D (Dominant Influence); Category E (Direction of Board); Category F (Property Stewardship) Category G (Nominee Arrangements): Category H (Other Control Mechanisms); and Category I (Senior Management). Click here for the latest description of Categories of Beneficial Ownership / Revised Categories of Beneficial Ownership under SEC MC 15, series of 2025.

Newly registered entities are required to disclose beneficial ownership by submitting the beneficial ownership information at the time of incorporation or registration. Existing entities are required to disclose during their next filing of the General Information Sheet and already via HARBOR.

Entities are likewise required to make subsequent disclosures of changes/revisions in their beneficial ownership within seven (7) calendar days from the date of event/incident giving rise to the changes/revisions.

Under the Rules, entities are required to keep and preserve adequate, accurate and up-to-date beneficial ownership information, and to keep records of changes in beneficial ownership information for at least five (5) years from the date of each change. In the event of dissolution or termination of existence, entities are required to keep beneficial ownership information for at least five (5) years after dissolution.

Penalties

Under the Rules, after due notice and hearing, penalties are imposed on entities for failing to disclose the beneficial ownership information as well as for submitting false beneficial ownership information.

Directors/trustees and officers of the Corporation determined by the SEC to have failed to exercise due diligence in ensuring compliance with the disclosure requirements of beneficial ownership may be held liable for monetary penalties ranging from P50,000.00 for the first violation to P1,000,000.00 for the fourth violation and disqualification from being directors /trustees and officers should the violation involve making a false declaration.

Under the Rules, the absence of written procedures for obtaining, updating, and recording beneficial ownership information and for timely reporting to the SEC, or the lack of Board or Senior Management Oversight to ensure compliance with such policies and procedures, shall be prima facie proof of failure to exercise due diligence required.

Transitory provision

The Rules state that beneficial ownership information previously submitted to the SEC pursuant to prior SEC issuances shall continue to be recognized for the specific filing period to which they pertain, without prejudice to the SEC’s authority to require updates if found inaccurate, incomplete, or false.

In SEC Notice dated 10 March 2026, the use of the 2020 version of the GIS Forms until 15 April 2026 was allowed by the SEC to enable corporations to comply with their reportorial requirements while completing the necessary setup or access arrangements for HARBOR. Thereafter, corporations must use the 2026 GIS Form version and submit their beneficial ownership declaration through HARBOR.

Web-based beneficial ownership registry

In a Notice dated 20 January 2026, the SEC announced that effective 30 January 2026 all beneficial ownership information shall be submitted through the Hierarchical and Applicable Relations and Beneficial Ownership Registry or HARBOR, the designated beneficial ownership registry. To file under HARBOR:

1. Only an active authorized eFAST filer may file
2. The active authorized eFAST filer must have an active eSECURE account to access HARBOR
3. Starting 30 January 2026, all authorized eFAST filers must use the 2026 version of the GIS.
4. 
   

The SEC may authorize physical submission or alternative filing methods in exceptional circumstances through official correspondence or advisory.

Click here to read the entire SEC MC No. 15, s. 2025, and here to read SEC Notice dated 20 January 2026 and here to read the entire SEC Notice dated 10 March 2026.

Read the related articles:

• SEC Issues Beneficial Ownership Transparency Guidelines
• Disclosure of Beneficial Ownership for Companies Engaged in Mineral, Oil and Gas Industries in the Philippines
• Revised Categories of Beneficial Ownership under SEC MC 15, series of 2025

Date of publication: 21 March 2026