The Philippine Securities and Exchange Commission (“SEC”) has revised the format of the General Information Sheet (“GIS”) regularly submitted by SEC-registered stock and non-stock domestic corporations. Through Memorandum Circular (“MC”) No. 17 (s. 2018), the SEC intends to implement the Anti-Money Laundering Act of the Philippines and ensure timely access to adequate, accurate and current information on the beneficial ownership and control of SEC-registered corporations, with the end goal of preventing abuse of and by corporations for money laundering and terrorist financing purposes.
MC No. 17 has revised the GIS format to include the following information:
Any updates to the information contained in the updated GIS should be submitted to the SEC within 7 days after such change occurred or became effective.
Further, the GIS now requires the disclosure of beneficial ownership information of shares of domestic corporations. The regulation defines a beneficial owner as any natural person who (i) ultimately owns or controls the corporation; or (ii) has ultimate effective control over the corporation. In line with this, “ultimate effective control” refers to any situation in which ownership or control is exercised through actual or a chain of ownership or by means other than direct control. The following are non-exclusive examples of “ultimate effective control”:
Where a corporation is owned through multiple layers, any intermediate layers of the company’s ownership structure should be fully identified. Such information should also be declared in the GIS and illustrated in an ownership chart to be attached to the GIS, clearly showing the intermediate layers with their respective ownership amounts.
The SEC will be conducting measures to validate the beneficial ownership information provided in the GIS through on-site inspection of books and records of the corporation and/or through other means available.
This alert is for general information only and is not a substitute for legal advice.