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The Philippines introduces transparency guidelines

March 2021

18 March 2021 - The Philippines has introduced transparency guidelines in a bid to further improve the transparency of companies’ ownership structure. The Transparency Guidelines, issued by the Philippine Securities and Exchange Commission (“SEC”) via Memorandum Circular No. 1, series of 2021. The Guidelines, among other things, set out:

  • Limitations on issuance and sale of bearer share warrants;
  • Rules and restrictions on payment of dividends;
  • Requirements for keeping of beneficial ownership information;
  • Additional mandatory disclosure requirements for nominators/principals/persons on whose behalf a corporation is registered and a director or shareholder acts.

Failure to comply with the disclosure requirements, the deadline for which is 2 March 2021, providing untruthful statements or refusing SEC examination may result in administrative fines, suspension or revocation of the certificate of incorporation or even criminal proceedings.

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