Beneficial ownership disclosure rules in the Philippines updated for 2026.
The Philippines’ Securities and Exchange Commission (SEC) has introduced the Beneficial Ownership Disclosure Rules of 2026, which took effect on 1 January 2026. Issued through SEC Memorandum Circular No. 15, Series of 2025, the rules expand the scope of corporate ownership reporting and introduce a new digital platform for submissions. For businesses operating in the Philippines, understanding what has changed (and what is now required) is an important step in maintaining good standing with the SEC.
This article covers who the rules apply to, how beneficial ownership is defined, what corporations are now required to report and how the new HARBOR platform changes the submission process.
Who the rules apply to
The new rules extend to all corporations within SEC jurisdiction. This includes domestic and foreign stock corporations, non-stock corporations, partnerships and one-person corporations. The rules also expand accountability beyond shareholders, placing reporting responsibility on directors, officers and nominees as well.
How beneficial ownership is defined
A beneficial owner, under the rules, is any natural person who exercises ownership, control or influence over a corporation or legal entity, whether directly or indirectly, and whether through shares, voting power, contractual arrangements or other means. Any individual who owns or controls at least 20% of voting rights, shares or capital meets this threshold.
The rules place particular emphasis on identifying the “ultimate beneficial owner”. Where ownership passes through multiple corporate layers, the chain is traced until a natural person is identified. Nominee arrangements are also covered: where a nominee holds shares on behalf of another, the identity of the real principal is required to be disclosed.
What corporations are required to report
Corporations are required to disclose detailed information about each beneficial owner, including identity, nationality, civil status, address, ownership percentage and the nature of control. Any change in beneficial ownership triggers a reporting obligation, with updated information due to the SEC within seven days.
The HARBOR platform and how submissions now work
From 30 January 2026, all beneficial ownership disclosures are submitted through HARBOR (Hierarchical and Applicable Relations and Beneficial Ownership Registry), a centralised, web-based platform. This replaces the previous approach of submitting ownership information through the General Information Sheet (GIS). The shift to HARBOR gives the SEC a more structured and accessible database of ownership information, improving both monitoring and enforcement. Failure to comply with the rules carries penalties, including fines and potential corporate sanctions.
What this means for businesses
The Beneficial Ownership Disclosure Rules of 2026 reflect a broader push to align Philippine corporate regulation with international anti-money laundering and governance standards. For corporations in scope, the practical priorities are confirming who qualifies as a beneficial owner under the 20% threshold, ensuring disclosure records are accurate and up to date, and familiarising the relevant team with the HARBOR submission process ahead of the January deadline.
Companies with layered ownership structures or nominee arrangements warrant particular attention, as tracing the ultimate beneficial owner through multiple entities takes time to document correctly.
If you have questions about how these rules apply to your corporate structure, speak with an Acclime expert who can help you assess your obligations and get your disclosures in order.
