SEC issues revised rules for beneficial ownership declaration

The Securities and Exchange Commission (SEC) is strengthening efforts to prevent the misuse of corporate entities for illicit activities, with the issuance of a revised regulatory framework aimed at improving the accuracy and timeliness of corporate beneficial ownership (BO) disclosures.

- By RICHMOND MERCURIO

SEC Memorandum Circular 15, Series of 2025, which will take effect on Jan. 1, 2026, sets out the beneficial ownership disclosure rules of 2026 and consolidates existing SEC regulations governing the submission of BO information.

"Strengthening transparency in beneficial ownership is a key regulatory reform to reduce the risk of corporate entities being misused for illicit activities," SEC chairperson Francis Lim said.

"The 2026 rules streamline existing disclosure processes and allow the commission to make better use of structured, high-quality data, ensuring that authorized authorities can access reliable and timely information for lawful purposes," he said.

The 2026 rules provide verification mechanisms to validate BO information and address discrepancies; controlled access by authorized parties, subject to applicable laws and safeguards; and a 20 percent reporting threshold, in accordance with rules issued by the Anti-Money Laundering Council.

The rules also strengthen disclosure requirements, mandate nominee reporting and impose timely change notifications. They further lay the foundation for an online registry to facilitate the submission of BO data.