Philippines – The Securities and Exchange Commission on November 2018 issued Memorandum Circular (MC) 17 series of 2018 requiring all corporations registered under the Commission to use a revised General Information Sheet (GIS) starting January 2019.
The respective revised GIS for 2019 for each type of corporation (Domestic corporation [stock/non-stock], Foreign Corporation, Branch Offices, Representative Offices, etc.) can be downloaded directly from the Securities and Exchange Commission website.
Referring to the previous update of GIS under SEC Memorandum Circular 16 series of 2016, the Commission En Banc approved the following revisions in the GIS and Notification Update Form (NUF):
- In the GIS, the Tax Identification Numbers (TIN) of the Board of Directors/Trustees, Officers and Stockholders of Domestic Corporations and Resident Agent and Officers in the Philippines of foreign corporations shall be indicated in a separate sheet designated as the TIN page;
- In the NUF for foreign corporations, the TIN of Officers shall be accomplished in a separate sheet designated as the TIN page;
- The residential addresses of the Directors/Trustees, officers and stockholders on pages 3 and 4 of the GIS for stock and non-stock corporations and Resident Agent and officers in the NUF for foreign corporations shall likewise be indicated in the TIN page; and
- The Corporate Secretary’s Certificate of the GIS for Stock and Non-Stock corporations shall be stated in accordance with the prescribed format under the SEC MC 16 series of 2016.
NOW, under SEC Memorandum Circular (MC) 17 series of 2018, disclosure of Beneficial Ownership of a domestic stock and non-stock corporations is mandated. The following information of the beneficial owner must be indicated in the revised GIS v.2018:
- Complete name which shall include the surname, given name, middle name, name extension (i.e.: Jr.; Sr.; III)
- Specific residential address
- Tax Identification Number
- Percentage of Ownership, if applicable
A beneficial owner refers to any natural person who:
- Ultimately owns or controls the corporation; or
- Has ultimate effective control over the corporation
Ultimate Effective Control refers to any situation in which ownership/control is exercised through actual or 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, which includes the power to vote, or to direct the voting of, such security; and/or investment returns or power, which includes the power to dispose or, or to direct, the disposition of such security; Provided, that a person shall be deemed to have an indirect beneficial ownership interest in any security which are qualified under the memo circular.
- Ability to elect a majority of the board of directors, or any similar body, of a legal person or arrangement; or
- any situation in which
- 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 majority of the members of the board of directors of such a legal person or arrangement, or any equivalent body, 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.
To download the Revised GIS for 2019 also known as the “GIS Stock(non-stock) v.2018”, please follow this link http://www.sec.gov.ph/reportorial-requirements/corporations-with-primary-licenses-2/