PHILIPPINES Law and Practice Contributed by: Rose Marie M. King-Dominguez, Melyjane G. Bertillo-Ancheta and Franco Aristotle G. Larcina, SyCip Salazar Hernandez & Gatmaitan
• beneficial ownership, by filing SEC Form 23-A within ten calendar days of the effective date of the registration statement for that security, or within ten calendar days after they become the benefi - cial owner subsequent to the effective date of the registration statement, whichever is earlier (or, as provided in the regulations, if the security is listed on an exchange, in accordance with the rules of the exchange but not more than five calendar days after acquisition of beneficial ownership); and • if there has been any change in ownership during the month, the changes in ownership that have occurred during that calendar month, by filing SEC Form 23-B within ten calendar days of the close of each calendar month thereafter. The person is also required to file a notice if the direct or indirect beneficial ownership of the securities falls below 10%. The same disclosure obligations apply when a direc - tor or officer of the issuer of the security is elected or appointed, or ceases to hold that position. Special Entities There is a separate set of procedures and conditions laid out in the regulation by which the following entities may comply with the disclosure obligation: • a broker or dealer registered under the SRC; • a bank authorised to operate as such by the BSP; • an insurance company subject to the supervision of the Insurance Commission; • an investment house registered under the Invest - ment Houses Law; • an investment company registered under the Investment Company Act; • a pension plan subject to regulation and supervi - sion by the BIR and/or the Insurance Commission; or • a group where all its members are persons speci - fied above. Disclosure of Beneficial Owners in the General Information Sheet (GIS) and of Nominee Arrangements SEC Memorandum Circular No 15, Series of 2025 (amending SEC Memorandum Circular No 15, Series
of 19 which requires corporations to disclose their beneficial owners in the GIS), provides that, a natural person who owns directly or indirectly at least 20% of the voting rights of a corporation shall be deemed a beneficial owner. Moreover, under SEC Memorandum Circular No 1, Series of 2021, nominee shareholders as well as nomi- nee directors/trustees of registered corporations are generally required to disclose to the SEC their nomi - nators and principals or persons on whose behalf they act as such shareholders/directors/trustees. 4.3 Hurdles to Stakebuilding There do not appear to be any laws or regulations pro - hibiting the introduction in the articles of incorporation or by-laws of a listed company of rules that are differ - ent from those set out in the statutes or regulations of regulatory bodies. However, a company is limited in that it cannot introduce rules that are inconsistent with, or will result in the violation of, statutes or regula - tions of regulatory bodies. For instance, in respect of reporting thresholds such as those enumerated in 4.2 Material Shareholding Disclosure Threshold , any such company-imposed rules cannot supplant or substitute the reporting thresholds set out in the statutes and regulations of regulatory bodies; eg, the SEC and the PSE. Any rules on reporting thresholds should merely be supplementary to those that are already provided in the laws and regulations. Hence, the person on whom the obligation rests will still be obliged to comply with the reporting thresholds set out in the statutes and regulations of regulatory bodies, in addition to any additional reporting obligations that are required by the articles of incorporation or by-laws of the com - pany. 4.4 Dealings in Derivatives Dealings in derivatives are generally allowed. However, the validity of any onshore offer, sale, deal - ing or entry into commodity futures contracts is not free from doubt, given that there is a prohibition in the regulations disallowing any transaction in commodity futures contracts except those made in accordance
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