GIS of Foreign Corporation

December 13, 2019 ENFORCEMENT AND INVESTOR PROTECTION DEPARTMENT NOTICE The Commission hereby requests comments on the attached draft Memorandum Circular on Revision of the General Information Sheet (GIS) of Foreign Corporations to include Beneficial Ownership Information. Please submit duly signed written comments on the exposure draft to the Enforcement and Investor Protection Department of this Commission on or before 10 January 2020 , by way of any of the following: Letter Enforcement and Investor Protection Department Ground Floor, North Wing, Secretariat Building PICC Complex, Vicente Sotto St. 1307 Pasay City Email [emailprotected] All interested parties are requested to use the Comments Table in submitting comments and proposed revisions. Issued on December 13, 2019. ATTACHMENT Comments on the Proposed Memorandum Circular on Revision of the General Information Sheet (GIS) of Foreign Corporations to Include Beneficial Ownership Information RULES/FORMS COMMENTS PROPOSED REVISIONS COST OF IMPLEMENTATION SECTION 1. Coverage. This Memorandum Circular shall apply to all SEC registered foreign corporations, both stock and non-stock, required to submit the GIS under existing laws, rules and regulations. SECTION 2. Disclosure of Beneficial Ownership. All SEC registered foreign corporations are required to disclose their beneficial owners in their GIS. For this purpose, the GIS to be submitted by such foreign corporations is hereby revised to include beneficial ownership information as provided for in SEC Memorandum Circular No. 15, Series of 2019 Amendment of SEC Memorandum Circular No. 17, Series of 2018 on the Revision of the GIS to Include Beneficial Ownership Information ("2019 Revision of the GIS") . SECTION 3. Obligation to Disclose. The resident agent and country or regional head of the foreign corporation shall exercise the due diligence required in obtaining, keeping, reporting, and updating information on its beneficial ownership. SECTION 4. Updating of Beneficial Ownership Information. The SEC shall be timely apprised of all relevant changes in the submitted beneficial ownership information as they arise. Such change shall be indicated in the Notification Update Form and shall be submitted to the SEC within thirty (30) calendar days after such change occurred or became effective. SECTION 5. Modification in the GIS and the Notification Update Form. For purposes of incorporating the modifications as provided for and adopted in this Circular, the GIS of foreign corporations and the Notification Update Form shall be in the form as appearing in Annex "A" (GIS for Foreign Corporations) and Annex "B" (Notification Update Form) hereof. SECTION 6. Penalties. i. Failure to Disclose. If after due notice and hearing, the Commission finds that the reporting foreign corporation has committed a violation of this Circular by failing to disclose, without any lawful cause, its Beneficial Owner, it shall be penalized in accordance with Section 11 (i) of SEC memorandum Circular No. 15, Series of 2019. ii. Liability of Resident Agents/Country Head/Regional Head of the Foreign Corporation. If the Commission, after due notice and hearing, finds that the resident agent and country or regional head of the reporting corporation, without any lawful cause, failed to exercise the due diligence required in ensuring compliance with the requirement to disclose beneficial ownership information in accordance with Section 3 hereof resulting in no beneficial owner(s) as defined herein being timely disclosed in the GIS or in the non-submission of the GIS containing such information within the prescribed period, they shall be penalized in accordance with Section 11 (ii) of SEC memorandum Circular No. 15, Series of 2019. iii. The foregoing penalties are without prejudice to the imposition of other applicable penalties as provided for under the RCC, SRC and other rules and regulations of the Commission. Additional Comments: