Revision of the General Information Sheet (GIS) of Foreign Corporations to Include Beneficial Ownership Information

October 13, 2020 SEC MEMORANDUM CIRCULAR NO. 30, S. 2020 TO : All SEC Registered Foreign Corporations SUBJECT : Revision of the General Information Sheet (GIS) of Foreign Corporations to Include Beneficial Ownership Information By the authority vested in the Securities and Exchange Commission ("SEC," "Commission") 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 Terrorism Financing Prevention and Suppression Act (TFPSA) and their respective Implementing Rules and Regulations, the SEC hereby issues this Memorandum Circular on the Revision of the General Information Sheet (GIS) of Foreign Corporations to Include Beneficial Ownership Information. HTcADC 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. The provisions of 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") shall also apply to foreign corporations insofar as they are not inconsistent with these Guidelines. 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 information on their beneficial owners as provided for and defined in SEC Memorandum Circular No. 15, Series of 2019. SECTION 4. n Obligation to Disclose . The resident agent, country or regional/area head of the foreign corporation shall exercise the due diligence required in obtaining, keeping, reporting, and updating information on its beneficial ownership. SECTION 5. 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) days after such change occurred or became effective. SECTION 6. Modification in the GIS and the Notification Update Form . For purposes of incorporating the modifications as provided for and adopted in this Circular, the Beneficial Ownership Declaration Page of the GIS for foreign corporations and the Notification Update Form, respectively, shall be in the form as appearing in Annex "A" (Beneficial Ownership Declaration Page) and Annex "B" (Notification Update Form) hereof. The GIS shall be filled out in accordance with the instructions in the Beneficial Ownership Declaration Page. SECTION 7. 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/Area/Regional Head of the Foreign Corporation . If the Commission, after due notice and hearing, finds that the resident agent, 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 4 hereof resulting in no beneficial owner(s) 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. SECTION 8. 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. SECTION 9. 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 10. 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. aScITE Pasay City, Philippines, October 13, 2020. FOR THE COMMISSION: (SGD.) EMILIO B. AQUINO Chairperson ANNEX A Beneficial Ownership Declaration ANNEX B Notification Update Form n Note from the Publisher: Copied verbatim from the official copy. Irregular numerical sequence.