Beneficial ownership transparency in the Philippines

2. Open Ownership Principles for effective beneficial ownership disclosure in the Philippines

Below is a brief analysis of how the Philippines’ BO disclosure regime compares against the nine OO Principles:

2.1 Definition

The definition of BO is not found in primary legislation. Instead, it is laid down in a number of administrative rules that form part of the AML/CFT regime.

The SEC defines beneficial owners as “any natural person(s) who ultimately control(s) or exercise(s) ultimate effective control over the corporation”. [20] There is a slight variation in the definition by the AMLA, which refers to beneficial owners as “any natural person who ultimately owns or controls the customer and/or on whose behalf a transaction or activity is being conducted, or has ultimate effective control over a juridical person or legal arrangement”. [21] Meanwhile, the rules implementing the Securities Regulation Code, which has as its principal policy the development of capital market and protection of investors (rather than AML), defines beneficial owners as “any person who directly or indirectly has or shares voting power and/or investment returns or power”. [22]

The threshold for establishing BO on the basis of ownership and/or voting rights likewise varies: 25% of voting rights, shares or capital for all companies registered under the SEC; 20% ownership or voting rights for AML covered persons; and 5% or 10% holders of securities for publicly listed companies, depending on the type of security and the individual’s relationship to the company. [23] (See Table 1: Examining definition/s of BO in the Philippines.)

There is no distinct reporting threshold for the extractive industry; as such, the sector continues to follow the reporting standards of the SEC. However, the 2023 EITI Standard encourages the adoption of an ownership threshold of 10% or lower for the reporting of BO of oil, gas and mining companies. [24] The MSG has also previously adopted a reporting threshold of 5%.

Though not found in primary legislation, the definitions of BO in the country contain all the elements of a sufficiently robust definition.

The current body of laws expressly provides that a beneficial owner:

• Must be a natural person
• Must ultimately own, control or exercise “ultimate effective control” over the corporation or juridical person
• Can exercise ownership and control either directly or indirectly, through actual or a chain of ownership using a range of mechanisms (e.g. shares or equity interest; voting rights; ability to elect majority of the board; ability to exert dominant influence over company management or policies; through intermediaries such as nominee shareholders; among others).

The definition used by the SRC Implementing Rules and Regulations (IRR) also includes provisions that consider individuals benefiting from securities, for example when they are owned by an immediate family member. The definition also includes a catch-all clause to cover possibilities not contemplated by particular provisions, i.e. natural person(s) ultimately owning, controlling or exercising ultimate effective control over the corporation through other means not falling under any of the categories listed under MC 15. Moreover, the varying disclosure thresholds reveal a risk-sensitive approach in capturing material ownership or control, with the maximum percentage of ownership interest or control (25%) being compliant with the FATF guidance. [25]

However, the lack of harmonisation may create challenges in consistently implementing BO disclosures based on a robust definition. In addition, current regulations fail to provide a distinct threshold requirement for extractives, as well as a definition of PEPs in the context of BO reporting. Requirement 2.5 calls for reporting PEPs who are beneficial owners, irrespective of the shares that they own or control.

Recommendations

1. Despite meeting many criteria for robustness, the definitions of BO in the Philippines are not presently harmonised, and they are set out only in administrative issuances and not in any statute or law passed by Congress. While this has not been observed to hinder implementation, it renders the definition of BO variable. Putting the definition in primary legislation would provide a central and unified meaning of BO.
2. Primary legislation should likewise set out the purpose of BO data collection, which will serve as a firm legal basis for all implementing rules and regulations on BOT. Having a clear policy purpose and a single, substantive definition will not only simplify referencing but also clearly establish BOT as a general norm, paving the way for enhancing BOT policies, programmes, systems and procedures.
3. MC 15 does not provide for the definition and treatment of BO by PEPs, which is a special case on account of the higher risk of conflict of interest or corruption inherent in this category of beneficial owners. The Philippines could consider integrating PEPs as part of the BO declaration requirements of the SEC or include this in primary legislation. This would also help the country comply with EITI Requirement 2.5.
4. MC 15 allows a natural person holding a director/senior management position to be declared as a beneficial owner when no natural person can be identified as ultimately owning or exercising control over the corporation. In this instance, the rules must clearly state they are not beneficial owners.
5. MC 15 does not expressly specify who is prohibited from being declared as beneficial owners. The SEC should come up with guidance by way of example on who may not be declared as beneficial owners. For instance, a nominee owner must clearly not be named as a beneficial owner.
6. The SEC should amplify and closely monitor the execution of its current BO disclosure policies to assess the adequacy and effectiveness of its definition of and disclosure threshold for BO. Such assessment should surface any gaps and loopholes that weaken implementation and compliance, and should lay the basis for policy review and reform, if necessary.

Table 1: Examining the definition(s) of beneficial ownership in the Philippines

Elements of the definition	Definition in SEC MC 15 (2019) [also applies to MC 30 (2020)]*	Definition in 2018 IRR of AMLA	Definition in 2015 IRR of SRC
Natural person	Yes	Yes	Unspecified
Ownership and control interests	Yes	Yes	Yes
Indirect and direct interests	Yes	Yes	Yes
Disclosure threshold	25% of the voting rights, voting shares or capital of the reporting corporation	20% shares, contributions or equity interest in a juridical person or legal arrangement	5% of any class of equity securities 10% or more of any class of security held by directors, officers and stockholders
	CATEGORY | DESCRIPTION
Forms of economic or control interest	A – “Natural person(s) owning, directly or indirectly or through a chain of ownership, at least twenty-five (25%) of the voting rights, voting shares or capital of the reporting corporation. This is without prejudice to ownership thresholds that may be imposed by other regulators.” B – “Natural person(s) who exercise control over the reporting corporation, alone or together with others, through any contract, understanding, relationship, intermediary or tiered entity.” C – “Natural person(s) having the ability to elect a majority of the board of directors/trustees, or any similar body, of the corporation.” D – “Natural person(s) having the ability to exert a dominant influence over the management or policies of the corporation.” E – “Natural person(s) 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.” F – “Natural person(s) acting as stewards of the properties of corporations, where such properties are under the care or administration of said natural person(s).” G – “Natural person(s) who actually own or control the reporting corporation through nominee shareholders or nominee directors acting for or on behalf of such natural persons.” H –”Natural person(s) ultimately owning, controlling or exercising ultimate effective control over the corporation through other means not falling under any of the foregoing categories.” I – “Natural person(s) exercising 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 exercising executive control over the daily or regular affairs of the corporation through a senior management position). This category is only applicable in exceptional cases where no natural person is identifiable who ultimately owns or exerts control over the corporation, the reporting corporation having exhausted all reasonable means of identification and provided there are no grounds for suspicion.”	“‘Beneficial Owner’ refers to any natural person who: (1) Ultimately owns or controls the customer and/or on whose behalf a transaction or activity is being conducted; (2) Has ultimate effective control over a juridical person or legal arrangement; or (3) Owns, at least, twenty percent (20%) shares, contributions or equity interest in a juridical person or legal arrangement. Control includes whether the control is exerted by means of trusts, agreements, arrangements, understandings, or practices, and whether or not the individual can exercise control through making decisions about financial and operating policies.”	Beneficial owner means any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power (which includes the power to vote or direct the voting of such security) and/or investment returns or power (which includes the power to dispose of or direct the disposition of such security). A person shall be deemed to have an indirect BO interest in any security which is: • held by members of their immediate family, sharing the same household; • held by a partnership in which they are a general partner; • held by a corporation in which they are a controlling shareholder; or • subject to any contract, arrangement or understanding which gives them voting power or investment power with respect to such securities (with proviso). All securities of the same class that are beneficially owned by a person, regardless of the form of the BO, shall be aggregated in calculating the number of shares that shall be considered as beneficially owned by such person. A person shall be deemed to be the beneficial owner of a security if that person has the right to acquire BO within 30 days from the exercise of any option, warrant or right, or conversion of any security; or pursuant to the power to revoke a trust, discretionary account or similar arrangement; or pursuant to the automatic termination of a trust, discretionary account or similar arrangement.
Mechanisms of holding interest	“Beneficial owner” refers to any natural person(s) who ultimately own(s), control(s) or exercise(s) ultimate effective control over the corporation. This definition covers the natural person(s) who actually own or control the corporation as distinguished from the “legal owners”, as defined herein. “Ultimate effective control” refers to any situation in which ownership/control is exercised through actual or a chain of ownership, or by means other than direct control.		“directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise”

* PH-EITI has adopted the same definition and categories of “beneficial owner”, as set out in SEC MC 15.

2.2 Coverage

The present AML/CFT regime of the Philippines subjects a wide range of legal persons and arrangements to BO disclosure requirements, albeit through several modes depending on the applicable regulation and the disclosing entity covered. The list of AMLA “covered persons” [26] has evolved since 2001, comprising entities supervised and/or regulated by the BSP, the SEC, the IC, the PAGCOR, the CEZA and the APECO. [27] It includes not only financial institutions but also designated non-financial businesses or professions that are required to obtain BO information as part of their customer due diligence.

SEC MC 15 and MC 30 effectively expanded the earlier scope of BOT under this AML/CFT framework by requiring all SEC-registered corporations, stock and non-stock, domestic and foreign, to obtain and hold up-to-date information on their beneficial owners and to report them as part of their annual general information sheet (GIS).

MC 15 provides nine categories under one or more of which a beneficial owner may fall. (See Table 1: Examining definition/s of BO in the Philippines.) These categories, including a catch-all class, seemingly encompass all types of entities and arrangements through which ownership and control can be exercised. MC 15 likewise provides that for trusts, estates and partnerships owning at least 25% of the reporting corporation as part of their full chain of ownership, the natural person(s) owning or controlling the entity shall be disclosed as beneficial owner(s). [28]

The SEC has also issued specific guidelines with respect to certain legal arrangements:

• SEC MC 1 requires nominee directors, trustees, shareholders and incorporators to disclose their nominators/principals to the SEC, and prohibits the issuance, offering and sale of bearer shares and bearer share warrants.
• SEC MC No. 25, series of 2019 [29] encourages non-profit organisations (NPOs) to make publicly accessible information about their status and finances, including their beneficial owners, and requiring NPOs at Risk [30] to establish and record the true and full identity of their donors/sources of funds identified as PEPs. [31] These guidelines also consider immediate family members and close associates “known to have joint or sole beneficial ownership of a legal entity that is known to exist for a PEP” as PEPs. [32]

MC 15 does not provide for any exemption in its BO declaration requirement, not even for publicly listed companies, covered persons or institutions under the AMLA. However, despite its apparent all-encompassing nature, the disclosure regime’s scope is limited to corporations falling within the SEC’s jurisdiction. This means that certain legal entities are not required to declare their beneficial owners. These include state-owned enterprises (SOEs), known in the Philippines as government-owned or controlled corporations (GOCCs), which are evaluated and monitored by the Governance Commission for GOCCs, [33] as well as cooperatives that are governed by the Cooperative Development Authority. [34]

Moreover, while partnerships are governed by the SEC, they are not required to declare or maintain records about their beneficial owners. Partnerships are created by virtue of the Civil Code, not the Revised Corporation Code; it is the latter that requires corporations to keep BO records. Finally, although the SEC under MC 1 requires nominee trustees, directors, shareholders and incorporators to declare their nominators/principals, the arrangements required to report BO information are still limited to those in the nature of business trusts. The current set of regulations requiring BO disclosures does not cover other types of trust agreements, such as purely contractual trusts, which are not legally required to be registered. [35]

An expansion of the current coverage can help the country better comply with FATF Recommendation 25 on trusts and other legal arrangements, as well as EITI Requirement 2.5 with respect to BO data collection for SOEs. [36]

Recommendations

1. The current set of BO disclosure regulations issued by the SEC is limited to legal entities falling within its jurisdiction. It does not currently cover GOCCs, cooperatives or other types of legal arrangements, such as purely contractual trusts, which are beyond the SEC’s regulatory mandate. The enactment of a comprehensive BO law or amendment of laws can bridge this gap by widening the coverage of the country’s BO disclosure regime to cover all types of corporate vehicles as well as various forms of trusts and other legal arrangements. This would also help the country comply with the recommendations in the latest Mutual Evaluation Report of the Philippines, as adopted by the Asia/Pacific Group on Money Laundering. [37]
2. Alternatively, it is recommended that there be an equivalent BO disclosure requirement for GOCCs [38] to help safeguard national interests as well as comply with EITI Requirement 2.5. The same applies to cooperatives to ensure that they are not being used as vehicles for illicit activities. It is also recommended that the SEC consider expanding the requirement of BO declaration to partnerships.
3. The relevant government agencies could develop detailed guidance [39] for the aforementioned entities as well as other types of corporate vehicles that may have specific and more complex considerations when applying the definition and reporting requirements. Relevant stakeholder input on the best methods of compliance should be considered in developing these guidelines.

2.3 Detail

MC 15, together with MC 30, require all SEC-registered corporations to disclose their beneficial owners in a Beneficial Ownership Declaration (BOD) form annexed to the GIS, with the following information:

• Complete name (surname, given name, middle name and, if relevant, name extension (i.e. Jr., Sr., III))
• Residential address
• Nationality
• Date of birth
• Tax Identification Number (TIN), or passport number for foreign individuals who do not have a TIN [40]
• Percentage of ownership (for stock corporations) or percentage of voting rights (for non-stock corporations)
• Type of beneficial owner (direct or indirect) (for stock corporations)
• Category of beneficial owner (A to I) [41]

Information about the declaring entity or company identifiers, like SEC registration number and TIN, are supplied in the main GIS form. (A copy of the BOD form is annexed to this report as Appendix A.)

Declarants under MC 1 for trusts and similar arrangements are required to disclose the following details about their nominees and/or principals using a Beneficial Ownership Transparency Declaration (BOTD) form:

• Natural person: complete name, country of residence, nationality and TIN/passport number
• Corporation: name of entity, country of registration and SEC registration number (if SEC-registered); complete names, nationalities, positions and TIN/passport numbers of incorporators, directors and beneficial owners (if not SEC-registered)
• Trust: complete names, nationalities, countries of residence, TIN/passport numbers of trustors (or settlors), trustees and beneficiaries
• Others, e.g. partnership: name of entity, country of registration, complete names, nationalities, positions and TIN/passport numbers of managing partners, controlling persons and beneficial owners [42]

(A copy of the BOTD Forms are annexed to this report as Appendices B-1 and B-2.)

The data being collected could unambiguously identify the beneficial owners and potentially also the means through which they hold and exercise ownership or control of the corporation. For instance, the collection of birth dates, addresses and TIN/passport numbers can serve as unique identifiers to facilitate reasonable verification of identity, if cross-checked against other sources of information. Similarly, the BOD form collects actual percentages of ownership or voting shares and requires declarants to specify their BO category and type of control. This could serve as a basis for verifying what the FATF refers to as a beneficial owner’s status, or the means by which they exercise ownership or control.

The amount of detail gathered seems compliant with the policy objective of MC15 to ensure “timely access to adequate, accurate and current information on the beneficial ownership and control of SEC registered corporations by competent authorities”. [43] If provided properly and completely, the BO details could allow competent authorities to use the information for regulation, law enforcement and other lawful purposes.

However, due to the current structure of the BOD form, the information collected to understand and establish ownership chains is insufficient. The form restricts the level of detail that can be captured on individual beneficial owners. [44] For instance, it provides a table where one row is allotted for every beneficial owner listed by the declaring company. The amount of data that can be collected per row is limited, and there is no space to declare intermediate legal entities where ownership is indirect (see Appendix A: BOD Form). The form also only collects total BO: it does not distinguish between direct and indirect ownership, and gives no instruction on how to represent BO that is held through a mixture of direct and indirect mechanisms.

EITI Requirement 2.5 encourages companies in the extractive sector to disclose their ownership structure, including the full chain of legal entities leading to the beneficial owner. It also requires countries to request disclosure of PEPs’ BO regardless of their level of ownership. [45] The current BOD form does not allow collection of the foregoing information, critical to complying with EITI Requirements. [46]

Recommendations

1. It is recommended that the SEC review and improve the BOD form to allow for more details, especially where BO is held indirectly or ownership/control is exerted informally. OO conducted an analysis in 2022 of the current BOD form and submitted recommendations to the SEC on certain improvements it could make to ensure the collection of high-quality structured data. Some of the recommendations included: restructuring the form so that each beneficial owner has a form to complete rather than a table; splitting Category A into two interest types, i.e. shareholding and voting rights; and other usability improvements, such as including instructions and guidance to explain key BO terminology or to link to detailed instructions.
2. To facilitate proper, complete and accurate declaration or disclosure, the form should contain clear accompanying guidance on how to represent BO held through a chain of direct and indirect ownership.
3. It is recommended that PH-EITI coordinate with the SEC on the details of the BO disclosures that are expected from extractive companies under EITI Requirement 2.5, reflecting the same in the corresponding BOD form used for EITI reporting, e.g. information on PEPs.
4. Separate guidance or reporting mechanisms, including forms, may be needed for certain types of corporate vehicles not yet covered by BO reporting requirements, e.g. GOCCs, partnerships, cooperatives and other types of trusts and legal arrangements.

2.4 Central register

The SEC serves as the central registry for BO disclosures in the Philippines by virtue of its broad mandate and powers as corporate regulator and AML/CFT supervising authority. It collects BO information through online submission by SEC-registered corporations of BOD and BOTD forms. It also gives access to this BO data to LEAs and other competent authorities by executing data-sharing agreements (DSAs). AMLC-supervised or -regulated entities that collect BO information require their customers to submit a copy of the BOD form submitted to the SEC. [47] PH-EITI also collates BO information for extractives by requiring companies to submit this BOD form. Despite there being multiple BO data collection points, the SEC remains the authoritative source of BO information in the country for registered legal entities.

A central BO register [48] can help the Philippines meet FATF requirements, [49] but the SEC currently does not maintain one. It responds to requests from competent authorities manually, i.e. by sharing copies of the received BOD forms that are filed and stored by company name. While the SEC is not required by law or its current guidelines to maintain such a register, MC 1 does require the SEC Information and Communications Technology Department to maintain an updated database of corporations and their BO disclosures and to ensure that such information is kept confidential and will not be uploaded to the SEC’s publicly accessible database. [50]

A publicly available BO register for extractives is likewise encouraged under EITI Requirement 2.5. As such, albeit provisional in nature, PH-EITI is hosting on its website a public BO register for extractive companies that have consented to public disclosure. [51] The register contains the names of beneficial owners, their nationalities, countries of residence, categories of BO and percentage of ownership. It also contains information on whether the beneficial owner is a PEP. The published information is based on the SEC BOD form and the PEP declaration form submitted to PH-EITI.

The PH-EITI extractive register is the only publicly accessible BO register in the country. However, since publication is voluntary, information in the portal is limited to only about 50 companies in the metallic mining sector, followed by a few non-metallic and oil and gas companies. The 2021 EITI Validation Report notes the lack of systematic public disclosure of all extractive companies’ BO data. To address the comprehensiveness, the report also recommends expansion of BO data disclosure to extractive-industry service providers and other segments of the extractive industries value chain. [52]

Recommendations

1. It is recommended that a single responsible agency, such as the SEC, be given a clear legal mandate and adequate resources to establish and maintain a central BO register. Such a register should include BO information on corporate vehicles that are currently outside the scope of the current disclosure regime, e.g. GOCCs, cooperatives, partnerships and trust arrangements, once coverage is expanded to include these types of entities and arrangements.
2. In the interim, it is recommended that PH-EITI maintain its current BO extractive registry, ensuring that the details of BO data required under EITI Requirement 2.5 are disclosed and updated, as well as expanded to include non-metallic and oil and gas companies; small-scale mining; extractive-industry service providers; and other segments of the extractive industries value chain.
3. In the long term, it is recommended that PH-EITI and the SEC consider embedding EITI requirements for regular BO reporting obligations of extractive companies with the SEC.

2.5 Access

The Philippine Constitution sets forth the state policy of full public disclosure of all its transactions involving public interest, and guarantees the right of the people to information on matters of public concern, subject to reasonable conditions and limitations as prescribed by law. [53]

Executive Order No. 2 (EO 2), known as the EO on Freedom of Information, was issued in 2016 to provide guidelines for operationalising, at least in the executive branch, the people’s constitutional right to information and the state policies to full public disclosure and transparency in the public service. [54] It provides that “access to information shall be denied when the information falls under any of the exceptions enshrined in the Constitution, existing law or jurisprudence”. [55]

General public access

At present, BO data collated by the SEC is not accessible to the general public. This is expressly provided in MC 15, which states that the BOD form, unlike the rest of the GIS, “shall not be uploaded to the Commission’s publicly accessible electronic database”, although “the information shall, nonetheless, be made accessible or available in a timely manner to competent authorities for law enforcement and other lawful purposes”. [56] MC 1 requires information on the BOTD form to be “kept confidential”. [57] Information on registered companies’ legal owners as indicated in the GIS [58] remain publicly available, with the exception of the TIN, subject to a fee. For now, the only publicly accessible BO register in the Philippines is that of PH-EITI, [59] where 50 out of 79 extractive companies either fully or partially participated in disclosing BO information as of 2021. [60]

The Data Privacy Act of 2012 (DPA) [61] has been mainly cited as the legal limitation to the right to access information, including on BO. The law is even included in the recitals of EO 2. The DPA protects individual personal information in information and communications systems in both the government and the private sector by setting out the policy, principles, criteria and rules for the lawful processing [62] of personal data. Since BO information involves the personal data of individuals, its processing falls within the DPA. [63] The SEC refers to the DPA as the statutory basis for the non-publication of BO disclosures.

However, the NPC Privacy Policy Office clarified that for as long as the general data privacy principles of transparency, legitimate purpose and proportionality are met, there is no conflict with the provisions of the DPA and publication of certain BO information. [64] It cites, for instance, the NPC’s advisory opinion to PH-EITI [65] where it found that EO No. 79 s. 2012 [66] (committing the country’s support and participation to the EITI) and EO No. 147 s. 2013 [67] (creating PH-EITI) provided sufficient legal bases to process and publish personal data. Considering the stated purposes of publication, i.e. transparency and accountability in the extractive industries as well as possible prevention of illicit activities, the NPC said that the publication “should contain only the information necessary to achieve this purpose”. It advised PH-EITI to “carefully assess” the necessity and proportionality of publishing sensitive personal information, such as TINs and dates of birth, and reminded PH-EITI to provide adequate notice and information to beneficial owners regarding publication and its purpose. [68]

Under Requirement 2.5(c), implementing countries are required to request BO information from extractive companies, and extractive companies are required to publicly disclose BO information. The Philippines, as an EITI-implementing country, has made initial progress on addressing Requirement 2.5. However, the 2021 Validation of the Philippines [69] noted that while the SEC has started collecting BO data from all extractive companies, there are regulatory constraints that hinder the publication of BO data given the lack of legal requirements to publish BO data and the provisions of the DPA. Because of confidentiality constraints, PH-EITI has worked with EITI reporting companies to execute waivers allowing publication of BO data. Following the 2021 Validation, the PH-EITI MSG approved a resolution creating a technical working group on BOT and proposed amendments to EO No. 147 (2013), which includes a new provision on the mandatory public disclosure of BO data in the extractive sector. The Department of Finance, as the lead agency for the EITI in the Philippines, is also looking at options for legislative advocacy that includes BOT provisions.

Access by competent authorities

The SEC has issued the following guidelines on who can access BO data:

• Competent authorities in the Philippines and other countries with existing DSAs or Memorandums of Agreement/Understanding (MOAs/MOUs) on information-sharing with the SEC may be furnished copies of the BOD form in the GIS upon request.
• Competent authorities without a DSA or MOA, with the SEC intending to gain access to the BOD form in the GIS, will be asked to enter into such a DSA or MOA.
• A foreign competent authority/LEA of any country whose laws grant reciprocal assistance to the Philippines may likewise be furnished a copy of the BOD form. Similar access shall also be granted to competent authorities of foreign jurisdictions which are signatories to the International Organization of Securities Commissions’ Multilateral MOU Concerning Consultation and Cooperation and the Exchange of Information. [70]

To date, no fewer than 18 government agencies have already entered into a DSA with the SEC. [71] The AMLC is one of those institutions, and it freely and frequently exchanges both legal and BO information with the SEC pursuant to a DSA. [72] According to the SEC Enforcement and Investor Protection Department-Anti Money Laundering Division (EIPD-AMLD), the execution of DSAs has streamlined the process of sharing BO information. [73] There is even a dedicated team in the SEC handling BO data requests. However, since the SEC does not maintain a central register, the manual process of requesting and exchanging BO information takes time. This manual exchange effectively limits access to the data and deters timely and effective data use.

Efforts are currently underway to enhance the accuracy, accessibility and usability of BO data for the SEC, LEAs and other competent authorities. The SEC cites the Electronic Filing and Submission Tool (eFAST) and the Company, Investments, and Financial Statistical System as two systems that are expected to make submission of SEC reportorial requirements (including the GIS/BOD form) easier and faster; to create an electronic database that is searchable; and to support certain compliance monitoring and enforcement functions.

At the time of writing, there is also a draft DSA between the SEC and the DENR. Once signed, this would allow access to BO data by licensing authorities which could be used to determine eligibility as well as assess conflicts of interest or risks in granting licenses or permits specifically for extractives. [74]

Recommendations

1. In pursuing its digital transformation plans, it is recommended that the SEC ensure that information on SEC-registered corporations, including BO data, will be more systematically collated and made accessible in a structured format using an open standard license in a system compliant with data protection principles.
2. The system should also be designed to enhance the usability of BO and other data, especially by LEAs and other competent authorities, including those with authority to issue licenses or contracts in the extractive sector, i.e. by providing them direct access to the BO data that is searchable and downloadable in bulk formats. Providing access for authorities issuing licenses and contracts for the extractive sector will also assist with meeting EITI Requirement 2.5.
3. The system should also accommodate access to centralised BO information on all types of corporate vehicles for relevant data users, in the case that disclosure requirements are extended to corporate vehicles currently outside the scope of the regime.
4. In establishing a central BO register, the SEC should consider allowing public access to certain BO information while complying with data privacy principles under the DPA. OO provides practical guidance on making central BO registers public by, among others, implementing a system of layered access (i.e. making a smaller subset of data available to the public, omitting data fields that are particularly sensitive and unnecessary from data collection or publication), which can mitigate potential negative effects of publication. [75]
5. The Philippines should consider laying down the policy and purpose for processing BO information in primary legislation. This will serve to strengthen the legal basis for providing access to BO data to a range of users beyond those who may currently secure access through a DSA or MOA/MOU.
6. Considering the extractive sector has already commenced the publication of its BO data in line with EITI Requirement 2.5, notwithstanding the current regulatory limitations, it is recommended that efforts to support the establishment of an enabling legal environment for the public disclosure of BO information for the extractive industries be maintained by legislative enactment of an EITI bill or by executive policy amendment.

2.6 Structured data

Since 2021, the SEC requires submission of the GIS, with the BOD form, through its online submission tool, eFAST. [76] The GIS is submitted in two formats: (1) a multi-page portable document format (PDF) with text layer of the accomplished but unsigned form, and (2) a multi-page PDF high-resolution scan of the document with the signatories and notarisation pages. [77] The reporting company downloads the template form in Excel format, then saves and uploads it as a PDF, using eFAST. The BOTD form is likewise downloaded in Excel format and submitted to the SEC as a PDF, using Google Forms.

By requiring all companies to enrol in and submit reports through eFAST, [78] the SEC is better placed to potentially collect machine-readable data. However, its current strategy is to continue using Excel templates, as it is better understood by declarants and civil servants in the Philippines, and it avoids the additional implementation costs and resource requirements of implementing an online form. [79]

In its current state, the BOD form is generally static and does not yet standardise the data captured for ease of verification or cross-referencing between databases within and across jurisdictions. It also does not generate a unique identification number for each person, only a company-level ID number associated with the GIS of the company. An interactive, online form could improve the quality of data captured and make the process of declaring the GIS and BO information easier for many declarants. Using such a form to collect high-quality, standardised data – for example, in line with Beneficial Ownership Data Standard (BODS) guidance80 – would make it easier for officials to connect data from different entities to better understand all the entities linked to a person and capture all the interests that a beneficial owner has in any number of entities and any potential entity types.

Nevertheless, eFAST is expected to help enhance the accuracy, accessibility and usability of BO data for the SEC, LEAs and other competent authorities. The SEC has mentioned that eFAST is part of a system that would facilitate the submission of SEC reportorial requirements and create an electronic database that is searchable.

The system is supposed to be capable of generating up-to-date reports containing statistics and information on SEC-registered entities, and even of supporting certain compliance monitoring and enforcement functions through red flagging and alert mechanisms. Further technical work on the system as part of the SEC’s digital transformation programme is progressing.

Recommendations

1. It is recommended that the SEC pursue its digital transformation goals and plans to deliver on the promise of better accuracy, accessibility, interoperability and usability of company information, including BO data, for use by LEAs and other competent authorities, including those with authority to issue licenses or contracts in the extractive sector. OO’s January 2022 Forms review [81] provides actionable advice on how to capture high-quality, structured BO data, while OO’s BODS guidance focuses on delivering interoperable data which can be more easily used or combined with other datasets; reduce costs; and help to achieve policy goals, such as increasing data use and functionality. [82]
2. The SEC should ensure that the eFAST system moves towards more comprehensive and systematic data collection to create a database that can make BO information digitally available in machine-readable formats, while maintaining compliance with data privacy principles.
3. The SEC should consider integrating these data infrastructure aspects in their technical policy reviews and proposals, in line with its efforts to comply with the FATF Recommendations.

2.7 Verification

Apart from conducting desk review and manual audits, there appears to be no established mechanism for regularly verifying the BO data submitted to the SEC. While an initial review takes place when the GIS/BOD form is submitted through eFAST, this review is confined to the image quality of the scanned PDF and compliance with the prescribed template. [83] Filings that do not conform with the prescribed image quality or template are reverted to the reporting entity with notice of resubmission. During this stage, none of the fields’ content is verified. The system does not require the submission of supporting documents, nor is there any indication of cross-checking against other information sources. The responsibility for ensuring the accuracy and completeness of the report still lies with the reporting entity on pain of sanctions.

In principle, verification can be done by the SEC “at any reasonable time” through “on-site inspection of the books and records of the corporation and/or other means available”. [84] This may include “information that may be obtained from other sources such as the books and records of other corporate entities and data gathered by law enforcement and other government agencies and/or the AMLC in the exercise of their respective functions”. [85] The SEC has mentioned that it conducts regular desk reviews of BO information using a risk-based approach and based on requests from the AMLC and LEAs. [86] It also said that it checks BO compliance as part of the AML/CFT audit examination of covered persons and NPOs. [87] During the audit, examiners supposedly determine the corporations’ level of understanding on BO and their compliance with reportorial requirements. [88]

In addition, under the AML/CFT regime, covered persons – such as financial institutions and other entities regulated by the AML/CFT supervisors (the BSP, the SEC, the IC, the PAGCOR, the CEZA and the APECO) – are required to report to the AMLC “covered transactions” and “suspicious transactions”, as defined by law. [89] Although not necessarily based solely on discrepancies found in BOD forms, these discrepancies are taken into account. Depending on the nature of the discrepancy reported, consequent government action may include investigation; determination of probable cause; inquiry into bank deposits; issuance of freeze order; and criminal and civil (forfeiture) prosecution. The SEC also expressly prohibits bearer shares or bearer share warrants, [90] an ownership type that is difficult to verify.

It may be worth mentioning that eFAST, together with the SEC’s other digitalisation projects, is expected to have features that can support certain compliance monitoring and enforcement functions through red flagging and alert mechanisms. Further technical work on this endeavour is purportedly progressing, although details are not yet available at this time.

Insofar as verification of extractive companies’ BO data is concerned, the EITI Standard requires the MSG to assess any existing mechanisms for assuring the reliability of BO information and agree on an approach for corporate entities within the scope of Requirement 2.5(c) to assure the accuracy of the BO information they provide. This could include requiring companies to attest the BO declaration form through sign-off by a member of the senior management team or senior legal counsel, or to submit supporting documentation. [91] The BOD form on which PH-EITI relies for BO reporting is notarised (i.e. subscribed and sworn to by the corporate secretary or authorised person before a notary public), which would provide penalties for perjury for any misinformation. One of the expected outcomes in the draft Sixth OGP National Action Plan is for PH-EITI and the MSG to conduct “a joint BO data validation exercise for the extractive sector in cooperation with the SEC”. [92]

Recommendations

1. As the Philippines undertakes measures to address its FATF deficiencies, which include increasing the level of assurance that BO information is accurate (especially for use by LEAs), the SEC itself acknowledges that it must establish a strong system for BO data verification. To strengthen the BOT regime, this system should include verification checks that cover both the identity and status of beneficial owners, or the means by which they exercise ownership or control.
2. The SEC has expressed the need to improve personnel capacities. Thus, it is recommended that the agency take steps to allocate financial and other resources to build this system. Verification checks should take place at point of submission to ensure that the values submitted are real and conform to expected patterns. Checks should also be carried out post-submission, employing a risk-based approach, including monitoring, red-flag analysis and risk-based sampling as a basis for desk audits.
3. With a target to exit the FATF grey list later this year, the Philippines should also consider the advantages and ways of expanding user-reporting of discrepancies, consistent with international standards, for purposes of data verification. Publication of certain BO information, coupled with reporting mechanisms, would enable interested parties to detect and report any errors and discrepancies in published BO data, thereby helping improve its accuracy.
4. Other prospective BO data users, such as the DENR-Mines and Geosciences Bureau and the DOE, could also assist in discrepancy reporting by including BO data verification aspects in their review and processing of extractive contracts and licenses.

2.8 Up-to-date and historical records

Philippine law provides for the timely submission and updating of corporate information reports, including BO data. Under MC 15, the BOD form is filed annually, together with the GIS. The GIS must be filed with the SEC within 30 calendar days from the date of a stock corporation’s annual stockholders’ meeting; the date of the annual members’ meeting of a nonstock corporation; and the anniversary date of a foreign corporation’s SEC licence issuance. If no meeting is held, the corporation must submit the GIS no later than 30 January the following year. However, should an annual meeting be held thereafter, a new GIS must be submitted. [93] In case of changes in the submitted BO information, an updated GIS form must be submitted within 30 calendar days after such change occurs or becomes effective. [94]

MC 1, on the other hand, requires incorporators, directors, trustees and shareholders of corporations applying for registration to declare their nominators/principals using the BOTD form within 30 days from issuance of their certificate of incorporation. Directors, trustees and shareholders of existing domestic and foreign corporations are required to make such a declaration within 30 days from the date they become or start acting as nominees. In addition to these reporting requirements, corporations need to carefully preserve at their principal office the current ownership structure and voting rights of the corporation, including BO. [95] Hence, corporations need to ensure that their record of BO information is timely and accurate. MC 1 defines “timely” as that which is recorded within three days “from the time the information became available or is reasonably expected to be available to the corporation with the exercise of due diligence”. [96]

The SEC stores BOD and BOTD forms as they are submitted as part of company filings. It is not clear under the current regulation for how long the SEC is required to store BO information, including for companies that are dormant or dissolved.

Recommendation

• It is recommended that the SEC have clear data management policies and protocols, including for handling historical and current BO data. Focusing on the quality and coverage of data being collected could also reap rewards in the long run when it comes to using such records as the basis for investigations or audit checks. [97]

2.9 Sanctions and enforcement

The SEC imposes administrative sanctions on corporations that fail to or falsely disclose their BO information without lawful cause. The sanctions for failure to disclose are fines in graduated scales based on whether the company is stock or nonstock (i.e. higher for stock); its retained earnings or fund balance (i.e. increases with the amount in set ranges); and whether it is a first-time or repeat violator (i.e. higher for repeat violator). At present, the lowest possible fine that can be imposed is PHP 25,000 (approximately USD 500) for a first-time violation of a nonstock corporation with less than PHP 500,000 fund balance, while the highest possible penalty is PHP 2 million (approximately USD 37,000) for a fourth or subsequent violation of a stock corporation with PHP 10 million or more in retained earnings. [98] The penalty for false declaration is up to PHP 2 million. [99] These fines are complemented with non-monetary sanctions, such as revocation of the corporation’s certificate of registration and/or license.

Directors, trustees and/or officers of a corporation are also meted out fines for failing to exercise due diligence in ensuring timely submission of BO information. These range from PHP 10,000 (about USD 185) to PHP 100,000 (about USD 1,850). [100] The penalty for false declaration is a fine of up to PHP 200,000 (about USD 3,700) and disqualification to be a director, trustee and/or officer of any corporation for a period of five years.

The requirement that the GIS be notarised may also trigger prosecution for the crime of perjury for any false statement by the affiant. [101] In addition, any false or misleading statements may also lead to further administrative sanctions under the Revised Corporation Code or the Securities Regulations Code, and other rules of the SEC. [102] These are in addition to penalties already imposed under MC 15 and the Revised Penal Code. The act of reporting directors, trustees and/or senior managing officials as beneficial owners (i.e. category I), despite having a beneficial owner/s with controlling ownership interest or through other means as defined in MC 15, is considered prima facie evidence of a false statement in the GIS. [103]

These penalties took effect on 1 January 2023, in compliance with recommendations of the FATF. At the time of writing, it is too early to assess the dissuasiveness and effectiveness of these increased sanctions. The SEC EIPD-AMLD, which is responsible for enforcing these sanctions, is monitoring its ongoing implementation.

Enforcement of BO disclosure requirements under Requirement 2.5 has also been challenging for PH-EITI. In its 2020 EITI report, companies that have consented to participate in BO disclosure through the EITI process mostly come from the metallic and non-metallic mining sector, followed by a few oil and gas companies, where a majority did not participate. Semirara Mining, as a representative of the coal sector, has opted not to participate from the start up to this reporting period. [104] However, in its 2023 work plan, the MSG has identified continued engagement with Semirara as part of its key result areas for improving MSG governance, including its participation in BO disclosure efforts. [105] Requirement 2.5(c) of the EITI Standard establishes that the MSG must disclose any significant gaps or weaknesses in reporting on BO information, including any entities that fail to submit all or some BO information.

Recommendations

1. It is recommended that the SEC continue to monitor and assess the impact of the increased sanctions and to recalibrate, if necessary.
2. It is also recommended that, in the future, the SEC consider other non-financial and possibly automated sanctions to increase compliance.
3. It is recommended that the EITI MSG name entities that failed to submit all or some BO information.

Footnotes

[20] SEC MC 15, section 2.1.

[21] AMLA IRR (2018), rule 2, section 1(l).

[22] SRC IRR (2015), rule 3, section 3.1.2.

[23] SRC IRR (2015), rules 18 and 23.

[24] EITI, EITI Standard 2023.

[25] See: FATF ( 2022), Revisions to Recommendation 24 and its Interpretive Note - Public Consultation, paragraph 1. Retrieved from: https://www.fatf-gafi.org/en/publications/Fatfrecommendations/Public-consultation-r24.html.

[26] See: AMLA IRR (2018), rule 4.

[27] Having lists of covered entities in regulations rather than primary law is best practice because it allows for evolution, and it will be good to keep it this way when primary legislation is introduced.

[28] SEC MC 15, section 4(i).

[29] SEC (2019), SEC MC 25, “Guidelines for the Protection of SEC Non-Profit Organizations from Money Laundering and Terrorist Financing Abuse (‘2019 NPO Guidelines’)”. Retrieved from: https://www.sec.gov.ph/wp-content/uploads/2020/02/2019MCNo25.pdf.

[30] The term “NPOs at Risk” refers to those identified as being at risk of money laundering or terrorist financing abuse based on a risk assessment of the NPO sector, conducted by the AMLC and/or the SEC. See: 2019 NPO Guidelines, section 1.4.6.

[31] 2019 NPO Guidelines, section 8.1.

[32] 2019 NPO Guidelines, section 1.4.7.

[33] Philippine Government (2011), Republic Act No. 10149, “GOCC Governance Act of 2011”. Retrieved from: https://www.officialgazette.gov.ph/2011/06/06/republic-act-no-10149/. While there are non-chartered GOCCs that are registered with the SEC, as provided for by law, they nonetheless retain their governmental nature and are likewise under the jurisdiction of the Governance Commission for GOCCs.

[34] Philippine Government Cooperative Development Authority (2009), Republic Act No. 9520, “Philippine Cooperative Code of 2008”. Retrieved from: https://cda.gov.ph/issuances/republic-act-9520.

[35] Revised Recommendation 25 guidance is expected to be published in early 2024. For further information on coverage of trusts and other legal arrangements, see: OO (2022), Open Ownership response to the FATF consultation on the revision of Recommendation 25 and its Interpretive Note. Retrieved from: https://www.recommendation-25-and-its-interpretive-note/; OO (2023), Open Ownership response to the FATF consultation on the Guidance on Recommendation 25. Retrieved from: https://www.openownership.org/en/publications/ooresponse-fatf-consultation-guidance-recommendation-25/.

[36] The 2023 EITI Standard requires SOEs to disclose “the name of the state(s) owning or controlling the SOE, the level of ownership, and details about how ownership or control is exerted”. For implementation purposes, the EITI Standard defines SOEs as “a wholly or majority government-owned company that is engaged in extractive activities on behalf of the government”. EITI, EITI Standard 2023.

[37] Asia/Pacific Group on Money Laundering (2019), Anti-money laundering and counter-terrorist financing measures - Philippines, Third Round Mutual Evaluation Report. Retrieved from: https://www.fatf-gafi.org//content/dam/fatf-gafi/fsrb-mer/APG-Mutual-Evaluation-Report-Philippines.pdf.coredownload.inline.pdf.

[38] See: Emma Howard and Stephen Abbott Pugh, OO (2023), Defining and Capturing Data on the Ownership and Control of State-owned Enterprises. Retrieved from: https://www.openownership.org/en/publications/defining-and-capturing-data-on-the-ownership-and-control-of-state-owned-enterprises/.

[39] These guidelines from the Danish Business Authority on beneficial owners provide a good example on what this may look like: Erhvervsstyrelsen (2017), Vejledning om Reelle ejere. Retrieved from: https://erhvervsstyrelsen.dk/vejledning-reelle-ejere. See also: Alanna Markle, OO (2023), “Setting out the coverage of a disclosure regime in law”, Coverage of corporate vehicles in beneficial ownership disclosure regimes. Retrieved from: https://www.openownership.org/en/publications/coverage-of-corporate-vehicles-in-beneficial-ownership-disclosure-regimes/setting-out-the-coverage-of-a-disclosure-regime-in-law/.

[40] SEC MC 15, section 3, as amended by MC 10.

[41] SEC MC 15, section 2.1.

[42] See: SEC (2021), “Beneficial Ownership Transparency Declaration Form”. Retrieved from: https://www.sec.gov.ph/amf-notices/beneficial-ownership-transparency-declaration-form/.

[43] SEC MC 15, section 3, as amended by MC 10.

[44] Simon Whitehouse (2022), “Securities and Exchange Commission Philippines: Beneficial Ownership Declaration form review and feedback”, unpublished.

[45] EITI, EITI Standard 2023. See also: EITI (2022), Validation Guide. Retrieved from: https://eiti.org/guidance-notes/validation-guide.

[46] PH-EITI collects information on PEPs separately using a PEP declaration form.

[47] At present, the declarant must request for a copy of the received BOD form from the SEC, as this is not sent back to the declarant.

[48] OO defines “central register” as a digital repository that stores statutory declarations of BO that are updated on a continuous basis. OO (2023), OO Principles – Central register. Retrieved from: https://www.openownership.org/en/principles/central-register/.

[49] Studies show that countries with a central register perform better against the FATF’s requirement of ensuring timely access to adequate, accurate and up-to-date BO information. See: OO (2023), OO Principles – Central register. Retrieved from: https://www.openownership.org/en/principles/central-register/.

[50] SEC MC 1, section 11.

[51] PH-EITI, “Beneficial Ownership Registry”.

[52] EITI (2022), Philippines 2021 Validation Report. Retrieved from: https://eiti.org/documents/philippines-2021-validation-report.

[53] Philippine Government (1987), The Constitution of the Republic of the Philippines, Article II, section 28; Article III, section 7. Retrieved from: https://www.officialgazette.gov.ph/constitutions/1987-constitution/.

[54] Philippine Government (2016), Executive Order No. 2 (EO 2), series of 2016. Retrieved from: https://www.officialgazette.gov.ph/2016/07/23/executive-order-no-02-s-2016/.

[55] EO 2, section 4.

[56] SEC MC 15, section 3.

[57] SEC MC 1, section 11.

[58] The GIS includes stockholder information such as name, nationality, residential address, TIN, number of shares subscribed and percentage of ownership, and the top 20 stockholders in number of shares subscribed.

[59] PH-EITI, “Beneficial Ownership Registry”.

[60] Jerick T. Aguilar and Linnet Madelane C. Chan, PH-EITI (2020), The Fiscal Year 2020 PH-EITI Country Report, 51. Retrieved from: https://pheiti.dof.gov.ph/country-reports/.

[61] NPC, Republic Act No. 10173, “Data Privacy Act of 2012”. Retrieved from: https://www.privacy.gov.ph/data-privacy-act/.

[62] The DPA Section 3(j) defines processing as “any operation or any set of operations performed upon personal information including, but not limited to, the collection, recording, organization, storage, updating or modification, retrieval, consultation, use, consolidation, blocking, erasure or destruction of data”.

[63] It can be argued that BOT falls under the exceptions in Section 4(e) and (f) of the DPA:“(e) Information necessary in order to carry out the functions of public authority which includes the processing of personal data for the performance by the independent, central monetary authority and law enforcement and regulatory agencies of their constitutionally and statutorily mandated functions…; (f) Information necessary for banks and other financial institutions under the jurisdiction of the independent, central monetary authority or Bangko Sentral ng Pilipinas to comply with Republic Act No. 9510, and Republic Act No. 9160, as amended, otherwise known as the Anti-Money Laundering Act and other applicable laws”.

[64] National Privacy Commission Privacy Policy Office, Interview with the Policy Review Division, 2 March 2023.

[65] NPC (2020), Privacy Planning Office Advisory Opinion No. 2020-047. Retrieved from: https://www.privacy.gov.ph/wp-content/uploads/2020/11/Redacted-Advisory-Opinion-No.-2020-047.pdf.

[66] Philippine Government (2012), Executive Order No. 79, s. 2012. Retrieved from: https://www.officialgazette.gov.ph/2012/07/06/executive-order-no-79-s-2012/.

[67] Philippine Government (2013), Executive Order No. 147, s. 2013. Retrieved from: https://www.officialgazette.gov.ph/2013/11/26/executive-order-no-147-s-2013.

[68] NPC, Advisory Opinion No. 2020-047, 3.

[69] EITI (2022), Philippines 2021 Validation Report. Retrieved from: https://eiti.org/documents/philippines-2021-validation-report.

[70] SEC (2021), “In the Matter of Requests for Copy of the Beneficial Ownership Declaration Page in the General Information Sheet”. Retrieved from: https://www.sec.gov.ph/amf-notices/in-the-matter-of-requests-for-copy-of-the-beneficial-ownership-declaration-page-in-the-general-information-sheet.

[71] These include: BSP, Bureau of Immigration, Department of Trade and Industry-Strategic Trade Management Office, IC, PAGCOR, National Intelligence Coordinating Agency, Philippine Drug Enforcement Agency, Government Procurement Policy Board, Bureau of Internal Revenue, CEZA, Philippine National Police and Department of Interior and Local Government. The DSA with the National Bureau of Investigation is awaiting signature by the SEC. (Interview with SEC EIPD-AMLD, 20 February 2023.)

[72] AMLC Office of the Executive Director, Interview with the Office of the Executive Director, 2 February 2023. Video conference via Zoom organised by OO Consultants.

[73] SEC EIPD-AMLC, online interview, 20 February 2023.

[74] See: Alanna Markle and Tymon Kiepe, OO (2022), Who Benefits? How company ownership data is used to detect and prevent corruption. Retrieved from: https://www.openownership.org/en/publications/who-benefits-how-company-ownership-data-is-used-to-detect-and-prevent-corruption.

[75] See: Tymon Kiepe, OO (2021), Making central beneficial ownership registers public. Retrieved from: https://www.openownership.org/en/publications/making-central-beneficial-ownership-registers-public/.

[76] SEC MC No. 3, series of 2021, sections 1, 2.

[77] SEC MC 3, section 6.

[78] SEC MC 3, section 3.

[79] Whitehouse, “Beneficial Ownership Declaration form review and feedback”.

[80] See: OO (no date), Beneficial Ownership Data Standard v0.3. Retrieved from: https://standard.openownership.org/en/0.3.0/.

[81] Whitehouse, “Beneficial Ownership Declaration form review and feedback”.

[82] Jack Lord and Tymon Kiepe, OO (2022), “Benefits of structured and interoperable data”, Structured and interoperable beneficial ownership data. Retrieved from: https://www.openownership.org/en/publications/structured-and-interoperable-beneficial-ownership-data/benefits-of-structured-and-interoperable-data/.

[83] eFAST Tutorial Video, 19 March 2023. Retrieved from: https://www.sec.gov.ph/online-services/sec-efast/#gsc.tab=0. See SEC guidance on how to file using the online submission tool: SEC (2022), “SEC Electronic Filing and Submission Tool”. Retrieved from: https://www.sec.gov.ph/online-services/sec-efast/. The submission portal can be found at https://efast.sec.gov.ph/user/login.

[84] SEC MC 15, section 9.

[85] SEC MC 15, section 9.

[86] Oliver Leonardo (2022), “Beneficial Ownership Transparency in the Philippines”, presentation delivered by the SEC EIPD Director during the ADB-EITI Regional Workshop on Advancing Beneficial Ownership Transparency in Asia and Pacific Region via video conference, 21 February 2022. Retrieved at: https://www.youtube.com/watch?v=0Mwq7IMyly8&feature=youtu.be.

[87] Leonardo, “Beneficial Ownership Transparency in the Philippines”.

[88] Leonardo, “Beneficial Ownership Transparency in the Philippines”.

[89] See: Republic Act No. 9160 (2001), as amended by Republic Act No. 9194 (2003), 10167 (2012), 10365 (2013), 10927 (2017), and 11521 (2021); Republic Act No. 10168 (2012).

[90] SEC MC 1, section 3.

[91] EITI, EITI Requirement 2.5(e), EITI Standard 2023.

[92] Philippine OGP (2024), “National Action Plan Tracker”. Retrieved from: https://ogp.dbm.gov.ph/index.php/national-action-plan#for-public-comment.

[93] See General Instructions on the GIS forms (Annex B and Annex C, MC 15).

[94] SEC MC 15, section 7, as amended by MC 10.

[95] Revised Corporation Code, section 73(b).

[96] SEC MC 1, section 12.

[97] Kadie Armstrong, OO (2022), Building an auditable record of beneficial ownership. Retrieved from: https://www.openownership.org/en/publications/building-an-auditable-record-of-beneficial-ownership

[98] SEC MC 15, section 11, as amended by MC 10.

[99] SEC MC 15, section 11, as amended by MC 10.

[100] SEC MC 15, section 11, as amended by MC 10.

[101] Revised Penal Code, article 183.

[102] SEC MC 15, section 11, as amended by MC 10.

[103] SEC MC 15, section 6.

[104] EITI (2022), Philippines 2020 EITI Report. Retrieved from: https://eiti.org/documents/philippines-2020-eiti-report.

[105] PH-EITI (2023), Philippines EITI 2023 Work Plan. Retrieved from: http://pheiti.dof.gov.ph/work-plan/.

Next page: 3. Conclusion