Professional Documents
Culture Documents
You may submit your comments on the exposure draft of the Amendments
to the Enforcement and Investor Protection Department (EIPD) of the Commission
on or before 14 JUNE 2019, addressed to EIPD Director Jose P. Aquino at the
following email address:
Email eipd-amld@sec.gov.ph
epd@sec.gov.ph
______________________________________________________________________________________________________________
By the authority vested in the Securities and Exchange Commission (SEC) under Republic Act No.
11232 otherwise known as the Revised Corporation Code of the Philippines (RCC) and pursuant
to its mandate to assist in the implementation of the Anti-Money Laundering Act (AMLA), as
amended, and the Terrorist Financing Prevention and Suppression Act (TFPSA) and their
respective Implementing Rules and Regulations, the Commission En Banc in its Resolution No.
_________ dated _____________ approved the amendment of SEC Memorandum Circular No. 17, Series
of 2018 on the Revision of the General Information Sheet (GIS) to Include Beneficial Ownership
Information.
SECTION 1. Coverage. This Memorandum Circular shall apply to all SEC registered stock and
non-stock domestic corporations required to submit the GIS under existing rules and regulations.
2.1. “Beneficial Owner” refers to any natural person who ultimately owns or controls
the corporation or has ultimate effective control over the corporation.
Page 1 of 6
2.6. “Grandfather Rule” refers to the "method by which the percentage of Filipino
equity in a corporation engaged in nationalized and/or partly nationalized areas
of activities, provided for under the Constitution and other nationalization laws, is
computed, in cases where corporate shareholders are present, by attributing the
nationality of the second or even subsequent tier of ownership to determine the
nationality of the corporate shareholder." 1
2.7. “Indirect Ownership” refers to the type of ownership by a natural person through
percentage of ownership in a corporate shareholder of said corporation or
through layers of corporate shareholders.
2.8. “Legal Owners” refers to the natural or legal person who owns at least twenty
percent (20%) of the corporation.
2.9. “Multiple Layers” refers to the layers of corporations comprising the ownership
structure of the reporting corporation. A corporation with more than one (1) layer
of ownership shall be deemed to be owned through multiple layers.
2.10. “Reporting Corporation” refers to the corporation submitting the GIS to the
Commission.
2.11. “Senior Managing Official” refers to the natural person who exercises executive
control over the daily or regular affairs of the legal person through a senior
management position, such as a chief executive officer (CEO), chief financial officer
(CFO), managing or executive director, or president.
1Villanueva, Cesar Lapuz, Philippine Corporate Law p. 54, cited in Narra Mining and Development Corp., et al. vs.
Redmont Consolidated Mines Corp., G.R. No. 195580, January 28, 2015.
Page 2 of 6
(iv) subject to any contract, arrangement or understanding which gives
him/her voting power or investment power with respect to such
securities: Provided, however, that a person shall not be deemed to be
a beneficial owner of securities held by him/her for the benefit of third
parties or in customer or fiduciary accounts in the ordinary course of
business, so long as such shares were acquired by such person without
the purpose or effect of changing or influencing control of the issuer.
b) the ability to elect a majority of the board of directors, or any similar body,
of a legal person or arrangement; or
(i) a person has the ability in fact to exert a dominant influence over the
management or policies of a legal person or arrangement; or
a. Complete name which shall include the surname, given name, middle name and name
extension (i.e., Jr., Sr., III);
b. Specific residential address;
c. Nationality;
d. Tax identification number; and
e. Percentage of ownership, if applicable.
Page 3 of 6
obligation to act in accordance with such person’s directions, instructions
or wishes.
E. Natural person who exercises control through positions held within a
corporation (i.e., responsible for strategic decisions that fundamentally
affect the business practices or general direction of the corporation such as
the members of the board of directors or trustees or similar body within the
corporation; or exercises executive control over the daily or regular affairs
of the corporation through a senior management position).
F. Natural person who ultimately owns or controls or has ultimate effective
control over the corporation in any other manner.
In determining the Beneficial Owner of the corporation owned through multiple layers, the
percentage of ownership shall be computed using the methodology applied in the “Grandfather
Rule”. The natural person who ultimately owns at least twenty percent (20%) of the voting
shares or capital of the reporting corporation shall be considered as its Beneficial Owner. Should
the reporting corporation have reliable information indicating that the authority to vote such
shares belongs to another person and not to the legal owner, such person shall likewise be
considered as the Beneficial Owner.
If another corporation ultimately owns at least twenty percent (20%) of the voting shares or
capital of the reporting corporation applying the methodology used in the Grandfather Rule, the
senior managing official of such corporation may be considered as the beneficial owner/s of the
reporting corporation.
For publicly listed companies whose shares are traded in the stock exchange, updating of
beneficial ownership information arising from the change in the ownership of exchange traded
shares is required only if the change in the ownership of shares results in any person, natural or
juridical, acquiring at least twenty percent (20%) of the voting shares or capital of said
companies.
Page 4 of 6
SECTION 8. Validating Information. – The Commission may, at any reasonable time, check the
validity of the beneficial ownership information provided in the GIS through an on-site inspection
of the books and records of the corporation and/or through other means available which may
include but not limited to information that may be obtained from other sources such as the books
and records of other corporate entities and data gathered from investigations conducted by law
enforcement agencies and the AMLC.
SECTION 11. Submission of GIS in Electronic Format. The submission of the GIS in electronic
format pursuant to SEC Memorandum Circular No. 6, Series of 2006 is hereby suspended until
further notice.
SECTION 12. Submission of the GIS with the Required Beneficial Ownership Information.
The GIS as provided for in this Circular shall be used by corporations whose GIS are due for
submission beginning 30 June 2019.
SECTION 13. Amendment/Repeal. All rules, regulations, orders, circulars and issuances of the
Commission that are inconsistent with this Memorandum Circular are hereby amended and/or
repealed accordingly.
Page 5 of 6
SECTION 14. Separability Clause. If any portion or provision of this Circular is declared
unconstitutional or invalid, the other portions or provisions hereof, which are not affected
thereby shall continue in full force and effect.
SECTION 15. Effectivity. This Memorandum Circular shall take effect immediately after its
publication in two (2) national newspapers of general circulation and its posting in the
Commission’s website.
EMILIO B. AQUINO
Chairperson
Page 6 of 6
ANNEX “A”
PERSON 4
(P4)
PERSON 3
(P3)
PERSON 5
1% (P5)
62%
PERSON 2 1%
(P2)
1% 100%
COMPANY 4
(C4) COMPANY 3
(C3)
PERSON 1
(P1) 35%
100%
100% Indirect
Owner
(49.6%)
Indirect
COMPANY 5 COMPANY 2
Owner 100%
(28%) (C5) (C2)
100% 25%
COMPANY 6 25%
(C6) COMPANY 1
(C1)
30% 20%
COMPANY 7
(C7) PERSON 6
(P6)
Instructions:
1. Identify the Beneficial Owner/s of the corporation as described in the Categories of Beneficial Ownership in items A to
F below. List down as many as you can identify. You may use an additional sheet if necessary.
2. Fill in the required information on the beneficial owner in the fields provided for.
3. In the “Category of Beneficial Ownership” column, indicate the letter/s corresponding thereto. In the event that the
person identified as beneficial owner falls under several categories, indicate all the letters corresponding to such
categories.
4. If the category of beneficial ownership is under letter “E”, indicate the position held (i.e., Director/Trustee, President,
Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, etc.).
5. Do not leave any item blank. Write “N/A” if the information required is not applicable or “NONE” if non-existent.
6. Where a corporation is owned through multiple layers, attach an ownership chart clearly showing the intermediate
layers with their respective ownership amounts.
“Beneficial Owner” refers to any natural person who ultimately owns or controls the corporation or has ultimate effective
control over the corporation. Such beneficial ownership may be determined on the basis of the following:
Category Description
A Natural person who owns, directly or indirectly or through a chain of ownership, at least twenty
percent (20%) of the voting shares or capital of the corporation.
B Natural person who has the ability to elect a majority of the board of directors/trustees, or any
similar body, of the corporation.
C Natural person who has the ability to exert a dominant influence over the management or policies
of the corporation.
D Natural person whose directions, instructions or wishes in conducting the affairs of the corporation
are carried out by majority of the members of the board of directors of such corporation who are
accustomed or under an obligation to act in accordance with such person’s directions, instructions
or wishes.
E Natural person who exercises control through positions held within a corporation (i.e., responsible
for strategic decisions that fundamentally affect the business practices or general direction of the
corporation such as the members of the board of directors or trustees or similar body within the
corporation; or exercises executive control over the daily or regular affairs of the corporation
through a senior management position).
F Natural person who ultimately owns or controls or has ultimate effective control over the
corporation in any other manner.
TYPE OF
COMPLETE NAME BENEFICIAL
(Surname, Given SPECIFIC NATIONALITY TAX % OF OWNER2 CATEGORY
Name, Middle RESIDENTIAL IDENTIFICATION OWNERSHIP1 OF
Name, Name ADDRESS NO. Direct (D) BENEFICIAL
Extension or OWNERSHIP3
[i.e., Jr., Sr., III]) Indirect (I)
I hereby attest that all the information in this GIS are being submitted in compliance with the rules
and regulations of the Securities and Exchange Commission (SEC) the collection, processing, storage
and sharing of said information being necessary to carry out the functions of public authority for the
performance of the constitutionally and statutorily mandated functions of the SEC as a regulatory
agency.
I attest that the members of the Board of Directors and the other Officers of the corporation have
knowledge of the information submitted in this GIS and I have been authorized by said Board to file
this GIS with the SEC.
I understand that the Commission may place the corporation under delinquent status for failure to
submit the reportorial requirements three (3) times, consecutively or intermittently, within a period
of five (5) years (Section 177, RA No. 11232).
____________________________________________
(Signature over printed name)
NOTARY PUBLIC