SEC Releases New Corporate Disclosure Guidelines for 2026

Overview

The Securities and Exchange Commission (SEC) has issued Memorandum Circular No. 12, Series of 2026, which revises the corporate disclosure requirements for publicly listed companies in the Philippines. The new guidelines take effect on September 1, 2026.

The revisions aim to enhance transparency and align Philippine disclosure standards with ASEAN and international best practices, particularly in areas of sustainability reporting and digital disclosure.

Key Changes

The new guidelines introduce several significant changes:

• •Mandatory sustainability reporting: All publicly listed companies must submit an annual sustainability report covering environmental, social, and governance (ESG) metrics, in addition to the traditional financial statements.
• •Real-time disclosure: Material information must be disclosed within 24 hours of the event, reduced from the previous 5-business-day window. This includes changes in executive leadership, major litigation, and significant financial transactions.
• •Digital-first filing: All disclosures must be filed through the SEC's electronic disclosure system (EDGE). Physical submissions are no longer accepted.
• •Enhanced related-party transaction disclosure: All related-party transactions exceeding ₱10,000,000 must be disclosed with detailed descriptions, valuation methods, and board approval documentation.
• •Whistleblower policy disclosure: Companies must disclose their whistleblower policies and procedures as part of their annual corporate governance report.

Implications for Legal Counsel

Corporate legal counsel and external law firms advising publicly listed companies should be aware of the following:

• •Legal teams must establish protocols for identifying and disclosing material information within the 24-hour window.
• •Sustainability reports require coordination between legal, finance, and sustainability teams — plan ahead for the first reporting cycle.
• •Related-party transaction documentation must be more detailed and readily available for disclosure.
• •Non-compliance penalties have been increased: fines range from ₱500,000 to ₱5,000,000 per violation, with possible suspension of trading privileges for repeat offenders.