SEC releases rules on issuing shares in fight vs money laundering

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    The Securities and Exchange Commission (SEC) said it is prohibiting companies from issuing shares to investors without the necessary disclosure of its beneficial owners (BO).

    A means to combat money laundering, the rule is contained in a memorandum issued by the SEC on Jan. 27, 2021 enumerating the “guidelines in preventing the misuse of corporations for illicit activities through measures designed to promote transparency of beneficial ownership.”

    The “BO Transparency Guidelines,” prohibit companies from issuing what are called bearer shares which provides ownership of a company through the physical possession of a certificate of ownership but without the certificate explicitly identifying the owners of the shares.

    “The newly issued guidelines will provide the Commission with adequate, accurate, and timely information to combat such unlawful activities, while cementing our commitment to international standards and best practices against money laundering and terrorist financing,” said Emilio Aquino, SEC chairperson.

    Aquino said “arrangements that allow shareholders or members to hide their identity expose corporations to the risk of being misused for illicit activities such as money laundering and terrorist financing.”

    The guidelines provide that no corporation or entity shall issue, sell or offer for sale or distribution bearer shares, as well as bearer share warrants, where the name of owners are neither reflected on the physical stock certificate nor recorded in the stock and transfer book of the issuing corporation.

    The guidelines further require corporations other than publicly listed companies to disclose and record in their stock and transfer book the “alienation, sale or transfer of shares of stock, the date thereof, by whom and to whom made within 30 days.”

    “Otherwise, the transaction shall not be binding on the issuer,” the SEC said.

    The SEC said no dividends shall be paid to any person or entity unless their names appear in the records of the corporation as the owner of the concerned shares of stock, except for

    dividend payments made by publicly-listed companies to the Philippine Central Depository.
    “Nominee or any similar entity authorized to act as depository and custodian of shares for purposes of trading in the stock exchange and operating under the same rules,” it said.

    The guidelines also require newly registered corporations to disclose the identity of the persons on whose behalf they were registered and the nominators/ principals of nominee incorporators/ first directors/ trustees and shareholders within 30 days from receipt of their certificates of registration.

    Meanwhile, nominee directors/ trustees and shareholders of existing corporations shall disclose their nominators and principals within 30 days after the effectivity of the guidelines or 30 days from the time they became or assumed their roles of or started acting as nominee directors/ trustees or shareholders.

    “All corporations registered with the commission are further required to keep and preserve in their principal offices adequate, timely and accurate information relating to their beneficial owners,” the SEC said.

    The guidelines adopt the recommendations in the Mutual Evaluation Report issued by Financial Action Task Force (FATF) in October 2019.

    Among others, the global watchdog recommended that the Philippines introduce measures to ensure that bearer share warrants, nominee directors and nominee shareholders are not misused for money laundering and terrorist financing.

    FATF also urged the Philippines to ensure that mechanisms operate to ensure that information on the beneficial ownership of a company can be determined in a timely manner.