The 2026 Revised Beneficial Ownership Disclosure Rules took effect on 1 January 2026.

What does the 2026 Revised Beneficial Ownership Disclosure Rules require?

The 2026 Revised Beneficial Ownership Disclosure Rules requires the identification and disclosure to the SEC of the “beneficial owners” of a reporting entity.

To whom does the 2026 Revised Beneficial Ownership Disclosure Rules apply?

The 2026 Revised Beneficial Ownership Disclosure Rules apply to all natural and juridical persons within the jurisdiction of the Securities and Exchange Commission (“SEC”) of the Philippines. This includes:

• all domestic corporations;
• foreign corporations (ROHQ, Regional HQs of MNCs, representative offices, branch offices, and other foreign corporations licensed to do business in the Philippines);
• partnerships;
• one-person corporations (“OPCs”);
• incorporators, directors, trustees, officers, shareholders, or members, and beneficial owners of corporations; and
• persons filing for incorporation or registration with the SEC.

Who is a beneficial owner?

A beneficial owner refers to any natural person who ultimately owns or controls or exercises ultimate effective control over a corporation or legal entity.

What are the ways by which beneficial owners exercise ownership or ultimate effective control over a reporting entity?

Natural persons who are entitled to, and/or able to do any of the following with respect to a reporting entity may be deemed as beneficial owners:

Who do not qualify as beneficial owners?

The following do not qualify as beneficial owners:

• Those acting solely as agents, nominees, trustees, or in similar capacities on behalf of or under the direction of another person;
• The employees who do not have any ownership stake and effective control over a reporting entity, except those falling under Category I (Senior Management), if applicable;
• Those who act as executors, administrators, or legal representatives, unless falling under Category F (Property Stewardship); and
• Those holding shares or exercising control solely in their professional capacity as regulated service providers, unless falling under Category B (Contractual Control).

Is there a limit on the number of beneficial owners that may be declared by a reporting entity?

No limit.

May a single natural person simultaneously qualify as a beneficial owner under several categories?

Yes.

In the case of an OPC, who shall be deemed as a beneficial owner?

How is beneficial ownership computed where a reporting entity’s ownership structure is tiered?

A reporting entity is deemed to have a “tiered ownership structure” when the ownership stake in a reporting entity is held by entities that are, in turn, owned by other entities. In this scenario:

• Indirect beneficial ownership shall be computed by multiplying ownership percentages at each tier of the ownership structure;
• Ownership shall be traced through all types of legal entities and arrangements, without limit to the number of corporate layers; and
• A natural person shall be deemed as beneficial owner when he/she exercises effective control (through any of the categories of beneficial ownership mechanism) at any level of the ownership chain, even if his/her resulting ownership percentage does not reach 20%.

Does the beneficial ownership declaration include shareholders abroad?

Yes, as long as the shareholders have direct or indirect ownership stake in a reporting entity.

What are the disclosure requirements with respect to nominee arrangements?

Where a person (i.e., the nominee) acts as incorporator, director, trustee, or shareholder for another person (i.e., nominator), the nominee must disclose (i) his/her nominee status, and (ii) his/her nominator to the SEC. If the nominator is a corporation, its beneficial owners shall be disclosed to the SEC. If the nominator is a trust, the trustor, trustee, and beneficiary must be disclosed.

Where a person applying for incorporation or registration of an entity with the SEC does not act as nominee for any other person (in relation to an incorporation or registration application), such fact must also be declared to the SEC.

When should the disclosures required under the 2026 Revised Beneficial Ownership Disclosure Rules be submitted?

For newly-registered entities, the beneficial ownership declaration shall be made at the time of incorporation or registration.

For existing entities, the beneficial ownership declaration shall be made when they file their annual General Information Sheet (“GIS”). Note that the GIS should be submitted to the SEC within 30 calendar days after the annual shareholders’/members’ meeting, and if no such meeting was held, on or before 30 January of the following year.

Any change in beneficial ownership shall be reported within 7 calendar days from the occurrence of such change.

How is the beneficial ownership declaration made?

The beneficial ownership declaration shall no longer form part of the GIS. The beneficial ownership declaration will be made through the SEC designated platform for the purpose (i.e., Hierarchical and Applicable Relations and Beneficial Ownership Registry (“HARBOR”)) available at https://harbor.sec.gov.ph/login. Note that only the authorized filers of a reporting entity may access HARBOR.

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The content on this website is for general information only and does not constitute legal or other professional advice. You should not rely on it as a substitute for advice from a qualified lawyer who is familiar with your particular circumstances.

For legal advice, please book an appointment and/or contact us.

When Annie went to the Register of Deeds (“RD”), the RD refused to register the transfer of title unless Annie could present, among others, the Electronic Certificate Authorizing Registration (“eCAR”) from the Bureau of Internal Revenue (“BIR”). The eCAR serves as proof of payment of the national taxes due from the transfer. Annie thinks she is not required to pay any taxes to the BIR given that the subject property was sold in a public auction by the local government.

Are there taxes to be paid to the BIR following the non-redemption of delinquent real property sold in a public auction by the local government?

Yes. In case of non-redemption of properties sold during involuntary sales, regardless of the type of proceedings and personality of mortgagees/sellers, the following taxes shall be due from the sale:

In the above cases, the buyer/winning bidder of the subject property is deemed to have withheld the CGT or CWT due from the sale. The buyer/winning bidder shall then file the CGT or CWT return and remit the tax due to the BIR.

The following taxes also generally apply unless the taxpayer has a legal basis for exemption:

Anyone intending to bid for delinquent real properties for sale at public auctions conducted by the local governments should consider these taxes, among others, in their budget for the purchase of the properties.

The content on this website is for general information only and does not constitute legal or other professional advice. You should not rely on it as a substitute for advice from a qualified lawyer who is familiar with your particular circumstances.

For legal advice, please book an appointment and/or contact us.

Notarization refers to the process of having a document certified by a duly commissioned notary public.

Why have a document notarized?

Having a transaction document properly notarized converts such transaction document into a public document. A public document is admissible as evidence in court without further proof of its authenticity.

Assuming that everything else is properly done and the subject transaction is not among those specifically required by law to appear in a public instrument, a transaction document (e.g., a contract) is however generally valid and enforceable between the parties irrespective of whether it has been notarized or not.

Where should you have a document notarized?

To ensure proper notarization, you should bring the document for notarization to a duly commissioned notary public in the place of execution/signing of the document. For example, if the document has been/will be signed in City A, (i) the notary public should be duly commissioned, and (ii) the act of notarization should also be done in the same City A.

How can you verify that the notary public is duly commissioned in the place of execution of the document?

You may ask the notary public for a copy of (i) his/her certificate of membership in the Philippine bar, (ii) his/her Integrated Bar of the Philippines (IBP) identification card, (iii) the court order appointing him/her as notary public, and (iv) the corresponding notarial commission issued by the court.

The place and validity period of his/her notarial commission are provided in the court order and notarial commission. The place of commission should cover the place of execution/signing of the document. The date of execution/signing of the document should be within the validity period of the notary public’s notarial commission.

What should you do before going to/during your appointment with the notary public?

To ensure a smooth notarization process, set aside time for the following:

1. Understand the subject transaction. If you do not yet have a document covering the transaction, have the notary public or your go-to lawyer prepare the document. If you already have the document intended to cover such transaction, read and understand the document. Ensure that the document properly captures the subject transaction. The notary public will verify that you understand the consequences of the transaction, and you are voluntarily entering into said transaction.
2. Allocate sufficient originals of the document for the parties, the notary public, and other third parties, as applicable. 
3. Set aside time to personally appear before the notary public. A notary public may not properly notarize a document without having the relevant signatory/ies to the document personally appear before him/her to attest to the truth of what is provided in the document.
4. Bring valid (i.e., current and not expired) government identification cards (for example, passport, driver’s license, UMID, Philippine national ID) that bear your photograph and signature. This allows the notary public to properly identify you. This applies to the signatories and witnesses, if any.

Why should you care that a document is properly notarized?

Improper/defective notarization has specific consequences per document type. Ordinary documents that have defective notarization remain effective between the parties but are stripped of their public character (i.e., effectively deemed unnotarized). Solemn contracts or those that require certain legal formalities, however, may be deemed invalid or unenforceable, as the case may be, if they are improperly notarized.

Observing proper notarization may be deemed inconvenient by some. At the end of the day, however, it is a means to protect the underlying transaction as well as the parties.

The content on this website is for general information only and does not constitute legal or other professional advice. You should not rely on it as a substitute for advice from a qualified lawyer who is familiar with your particular circumstances.

For legal advice, please book an appointment and/or contact us.