Securities and Exchange Commission

PHILIPPINES

SEC Memorandum Circular No. 17

Series of 2018

TO: ALL SEC REGISTERED DOMESTIC CORPORATIONS SUBJECT: REVISION OF THE GENERAL INFORMATION SHEET (GIS) TO INCLUDE BENEFICIAL OWNERSHIP INFORMATION

Pursuant to its mandate to assist in the implementation of the Anti-Money Laundering Act (AMLA), as amended, and to ensure timely access to adequate, accurate and current information on the beneficial ownership and control of SEC registered corporations and prevent their misuse for money laundering and terrorist financing purposes, the Securities and Exchange Commission ("SEC", "Commission") hereby issues this Memorandum Circular.

SECTION 1. Coverage.

This Memorandum Circular shall apply to all SEC registered domestic corporations, both stock and non-stock.

SECTION 2. Definition of Terms.

2.1. "Beneficial Owner"

refers to any natural person who:
(1) Ultimately owns or controls the corporation; or (2) Has ultimate effective control over the corporation.

2.2. "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. This may be achieved through, but not limited to, any of the following situations:

a) 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 of, 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 is:

(i) held by members of his/her immediate family sharing the same household; (ii) held by a partnership in which he/she is a general partner; (iii) held by a corporation of which he/she is the controlling shareholder; or

Published:
Manila Standard, November 28, 2018
Manila Bulletin, November 29, 2018

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(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

c) any situation in which:

(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

(ii) a majority of the members of the board of directors of a such 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.

2.3. "GIS"

refers to the General Information Sheet.

SECTION 3. Disclosure of Beneficial Ownership.

To ensure timely access to adequate, accurate and current information on the beneficial ownership and control of SEC registered corporations, all SEC registered corporations are required to disclose their beneficial owners as defined herein. Accordingly, the GIS is hereby revised to include such information.

The following information on the beneficial owner shall be provided, to wit:

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.

This requirement on the disclosure of beneficial ownership shall be initially complied with beginning 01 January 2019.

SECTION 4. Determination of Beneficial Ownership.

Where a corporation is owned through multiple layers, any intermediate layers of the company’s ownership structure should be fully identified. Such information shall be declared in the GIS and illustrated in an ownership chart to be attached thereto clearly showing the intermediate layers with their respective ownership amounts.

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SECTION 5. Updating of Beneficial Ownership Information.

The SEC shall be timely apprised of all relevant changes in the submitted beneficial ownership information contained in the GIS as they arise. An updated GIS shall be submitted to the SEC within seven (7) days after such change occurred or became effective.

SECTION 6. Validating Information.

The Commission shall validate the beneficial ownership information provided in the GIS through an on-site inspection of the books and records of the corporations and/or through other means available.

SECTION 7. Effectivity.

This Circular shall take effect immediately after its publication in a national newspaper of general circulation.

Pasay City, Philippines, 27 November 2018.

FOR THE COMMISSION:

EMILIO B. AQUINO
Chairperson

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GENERAL INFORMATION SHEET (GIS)

FOR THE YEAR
STOCK CORPORATION

GENERAL INSTRUCTIONS:

1. FOR USER CORPORATION: THIS GIS SHOULD BE SUBMITTED WITHIN THIRTY (30) CALENDAR DAYS FROM THE DATE OF THE ANNUAL STOCKHOLDERS’ MEETING. DO NOT LEAVE ANY ITEM BLANK. WRITE “N.A.” IF THE INFORMATION REQUIRED IS NOT APPLICABLE TO THE CORPORATION OR “NONE” IF THE INFORMATION IS NON-EXISTENT. IF THE ANNUAL STOCKHOLDERS’ MEETING IS HELD ON A DATE OTHER THAN THAT STATED IN THE BY-LAWS, THE GIS SHALL BE SUBMITTED WITHIN THIRTY (30) CALENDAR DAYS FROM THE ACTUAL DATE OF THE ANNUAL STOCKHOLDERS’ MEETING.
2. IF NO MEETING IS HELD, THE CORPORATION SHALL SUBMIT THE GIS NOT LATER THAN JANUARY 30 OF THE FOLLOWING YEAR. HOWEVER, SHOULD AN ANNUAL STOCKHOLDERS’ MEETING BE HELD THEREAFTER, A NEW GIS SHALL BE SUBMITTED/FILED.
3. THIS GIS SHALL BE ACCOMPLISHED IN ENGLISH AND CERTIFIED AND SWORN TO BY THE CORPORATE SECRETARY OF THE CORPORATION.
4. THE SEC SHALL BE TIMELY APPRISED OF RELEVANT CHANGES IN THE SUBMITTED INFORMATION AS THEY ARISE. FOR CHANGES RESULTING FROM ACTIONS THAT AROSE BETWEEN THE ANNUAL MEETINGS, THE CORPORATION SHALL SUBMIT ONLY THE AFFECTED PAGE OF THE GIS THAT RELATES TO THE NEW INFORMATION TOGETHER WITH A COVER LETTER SIGNED BY THE CORPORATE SECRETARY OF THE CORPORATION. THE PAGE OF THE GIS AND COVER LETTER SHALL BE SUBMITTED WITHIN SEVEN (7) DAYS AFTER SUCH CHANGE OCCURRED OR BECAME EFFECTIVE.
5. SUBMIT FOUR (4) COPIES OF THE GIS TO THE CENTRAL RECEIVING SECTION, GROUND FLOOR, SEC BLDG., EDSA, MANDALUYONG CITY. ALL COPIES SHALL UNIFORMLY BE ON A4 OR LETTER-SIZED PAPER WITH A STANDARD COVER PAGE. THE PAGES OF ALL COPIES SHALL USE ONLY ONE SIDE. CORPORATIONS SUBMITTING A COPY OF THEIR GIS ONLINE OR VIA INTERNET SHALL SUBMIT ONE (1) HARD COPY OF THE GIS, TOGETHER WITH A CERTIFICATION UNDER OATH BY ITS CORPORATE SECRETARY THAT THE COPY SUBMITTED ONLINE CONTAINS THE EXACT DATA IN THE HARD COPY.
6. ONLY THE GIS ACCOMPLISHED IN ACCORDANCE WITH THESE INSTRUCTIONS SHALL BE CONSIDERED AS HAVING BEEN FILLED IN.
7. THIS GIS MAY BE USED AS EVIDENCE AGAINST THE CORPORATION AND ITS RESPONSIBLE DIRECTORS/OFFICERS FOR ANY VIOLATION OF EXISTING LAWS, RULES AND REGULATIONS

========================== PLEASE PRINT LEGIBLY ===========================

CORPORATE NAME:	DATE REGISTERED:
BUSINESS/TRADE NAME:	FISCAL YEAR END:
SEC REGISTRATION NUMBER:
DATE OF ANNUAL MEETING PER BY-LAWS:	CORPORATE TAX IDENTIFICATION NUMBER (TIN)
ACTUAL DATE OF ANNUAL MEETING:	WEBSITE/URL ADDRESS:
COMPLETE PRINCIPAL OFFICE ADDRESS:	E-MAIL ADDRESS:
COMPLETE BUSINESS ADDRESS:	FAX NUMBER:
NAME OF EXTERNAL AUDITOR & ITS SIGNING PARTNER:	SEC ACCREDITATION NUMBER (if applicable):	TELEPHONE NUMBER(S):
PRIMARY PURPOSE/ACTIVITY/INDUSTRY PRESENTLY ENGAGED IN:	INDUSTRY CLASSIFICATION:	GEOGRAPHICAL CODE:

========================== INTERCOMPANY AFFILIATIONS ===========================

PARENT COMPANY	SEC REGISTRATION NO.	ADDRESS
SUBSIDIARY/AFFILIATE	SEC REGISTRATION NO.	ADDRESS

NOTE: USE ADDITIONAL SHEET IF NECESSARY

_STOCK(v.2018)

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GENERAL INFORMATION SHEET

STOCK CORPORATION
========================== PLEASE PRINT LEGIBLY ===========================

Corporate Name:

A. Is the Corporation a covered person under the Anti Money Laundering Act (AMLA), as amended? (Rep. Acts. 9160/9164/10167/10365) ☐ Yes ☐ No

Please check the appropriate box:

☐ a. Banks
☐ b. Offshore Banking Units
☐ c. Quasi-Banks
☐ d. Trust Entities
☐ e. Non-Stock Savings and Loan Associations
☐ f. Pawnshops
☐ g. Foreign Exchange Dealers
☐ h. Money Changers
☐ i. Remittance Agents
☐ j. Electronic Money Issuers
☐ k. Financial Institutions which Under Special Laws are subject to Bangko Sentral ng Pilipinas' (BSP) supervision and/or regulation, including their subsidiaries and affiliates.

☐ a. Insurance Companies
☐ b. Insurance Agents
☐ c. Insurance Brokers
☐ d. Professional Reinsurers
☐ e. Reinsurance Brokers
☐ f. Holding Companies
☐ g. Holding Company Systems
☐ h. Pre-need Companies
☐ i. Mutual Benefit Association
☐ j. All Other Persons and entities supervised and/or regulated by the Insurance Commission (IC)

☐ a. Securities Dealers
☐ b. Securities Brokers
☐ c. Securities Salesman
☐ d. Investment Houses
☐ e. Investment Agents and Consultants
☐ f. Trading Advisors
☐ g. Other entities managing Securities or rendering similar services ☐ h. Mutual Funds or Open-end Investment Companies ☐ i. Close-end Investment Companies ☐ j. Common Trust Funds or Issuers and other similar entities ☐ k. Transfer Companies and other similar entities ☐ l. Other entities administering or otherwise dealing in currency, commodities or financial derivatives based there on ☐ m. Entities administering of otherwise dealing in valuable objects ☐ n. Entities administering or otherwise dealing in cash Substitutes and other similar monetary instruments or property supervised and/or regulated by the Securities and Exchange Commission (SEC)

4. ☐ Jewelry dealers in precious metals, who, as a business, trade in precious metals

5. ☐ Jewelry dealers in precious stones, who, as a business, trade in precious stone

6. Company service providers which, as a business, provide any of the following services to third parties:

☐ a. acting as a formation agent of juridical persons ☐ b. acting as (or arranging for another person to act as) a director or corporate secretary of a company, a partner of a partnership, or a similar position in relation to other juridical persons ☐ c. providing a registered office, business address or accommodation, correspondence or administrative address for a company, a partnership or any other legal person or arrangement ☐ d. acting as (or arranging for another person to act as) a nominee shareholder for another person

7. Persons who provide any of the following services:

☐ a. managing of client money, securities or other assets ☐ b. management of bank, savings or securities accounts ☐ c. organization of contributions for the creation, operation or management of companies ☐ d. creation, operation or management of juridical persons or arrangements, and buying and selling business entities

8. ☐ None of the above

Describe nature of business:

B. Has the Corporation complied with the requirements on Customer Due Diligence (CDD) or Know Your Customer (KYC), record-keeping, and submission of reports under the AMLA, as amended, since the last filing of its GIS? ☐ Yes ☐ No

GIS_STOCK(v.2018)

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GENERAL INFORMATION SHEET

STOCK CORPORATION
========================== PLEASE PRINT LEGIBLY ===========================

CORPORATE NAME:

CAPITAL STRUCTURE

AUTHORIZED CAPITAL STOCK

TYPE OF SHARES *	NUMBER OF SHARES	PAR/STATED VALUE	AMOUNT (Php) (No. of shares X Par/Stated Value)