SEC designs new GIS to disclose beneficial ownership

Starting June 30, 2019, filers are expected to comply with the Securities and Exchange Commission-issued Memorandum Circular No. 17 series of 2018 and to use the new form of the General Information Sheet (GIS) with information on beneficial ownership of Philippine domestic corporations.

SEC targets that the new GIS with additional page called the “Beneficial Ownership Declaration” will be its tool to implement the Anti-Money Laundering Act and to ensure timely access to adequate, accurate and current information on the beneficial ownership and control of corporations.

Under the Circular, “beneficial owner” is defined as any natural person who (i) ultimately owns or controls the corporation, and (ii) has ultimate effective control over the corporation.

The Circular further provides that “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. This may be achieved through, but not limited to, any of the following situations:

• direct or indirect ownership of at least 25% of any category of voting shares or capital of a legal person, arrangement, understanding, relationship, or otherwise has or shares voting power;
• the ability to elect a majority of the board of directors, or any similar body or a legal person or arrangement; or
• any situation in which (i) a person has the ability in fact to exert a dominant influence over the management or policies of a legal person or arrangement; (ii) a majority of the members of the board of directors of such legal person are accustomed or under an obligation, whether formal or informal, to act in accordance with a given person’s directions, instructions, or wishes in conducting the affairs of the legal person or arrangement.

The following information relating to the beneficial owner shall be provided:

1. Complete name
2. Specific residential address;
3. Nationality;
4. Taxpayer identification number; and
5. Percentage of ownership, if applicable.

Additional requirements are needed in case a corporation is owned through multiple layers and trusts. For corporation with intermediate layers of the company’s ownership structure, such layers with ownership amount must be fully indicated in the GIS and illustrated in an ownership chart. For trusts, there must be a declaration identifying the persons who control the trust and make investment decisions, trust beneficiaries, trustee and the individuals who furnish funds to the trust.

Moreover, the new GIS includes an attestation on the part of the Corporate Secretary that by indicating the personal information of the relevant persons on the GIS, such persons have authorized the SEC, under the Data Privacy Act, to (i) collect, process and store the personal information, and (ii) share with and make available the GIS to interested parties in order to pursue legal purposes and legitimate interests, and comply with legal mandate.

To comply with the Circular, domestic corporations must be fully aware of the new requirements and information which must be disclosed in the GIS, and the appropriate procedures to ensure timely gathering of the required information and consents.