PASAY CITY, Philippines — An individual can maintain direct or indirect beneficial ownership or control over a corporation without being formally named as a registered shareholder, a official from the Securities and Exchange Commission (SEC) told senators on Monday during the impeachment trial of Vice President Sara Duterte.
Atty. Gerardo Del Rosario, director of the SEC Company Registration and Monitoring Department, offered the clarification under questioning from Senator Joel Villanueva regarding whether control or ownership could exist outside official shareholder registries.
“Ah, nangyayari po yan,” Del Rosario said.
Del Rosario noted that the SEC collects Beneficial Ownership Data Information Forms to reveal the ultimate individuals who own or control shares, a process designed to prevent individuals from hiding behind complex ownership structures.
The line of inquiry arose over inconsistencies between Duterte’s Statements of Assets, Liabilities, and Net Worth (SALNs) and SEC filings for Gencorp Industries Inc., previously known as Timesquare Bee Foods Corporation and Great Jolly Times Foods Corporation.
While Duterte listed herself as an incorporator or stockholder of Gencorp in her SALNs from 2016 through 2025, Del Rosario testified that her name is absent from the company’s Articles of Incorporation and General Information Sheets (GIS) filed between 2020 and 2025.
When asked if SEC records contained disclosures establishing Duterte as a direct or indirect beneficial owner, Del Rosario noted his department lacks direct access to beneficial ownership data forms for that entity, acknowledging that the absence of her name in public filings does not definitively rule out ownership.
“So, not necessarily wala?” Villanueva asked.
“Yes,” Del Rosario replied.
Del Rosario added that while individuals sometimes utilize nominees to distance themselves from corporate records, the agency possesses no documentation indicating such an arrangement was used in Duterte’s case.
The SEC official also testified that the commission holds no records of Duterte participating in corporate management, attending board meetings, or conducting corporate transactions since assuming the vice presidency in 2022, except for instances where her name appeared as a director on a GIS.
He stressed that the agency can only verify information based on documents officially submitted to its repository.
“We only rely on the documents kept in our office,” Del Rosario said, reiterating that reviewed corporate documents show Duterte was not part of Gencorp.
Addressing whether private trust agreements or proxy arrangements could explain the variance between Duterte’s SALN declarations and SEC corporate records, Del Rosario noted such setups are legally possible, though unverified in this instance.
“If she has something hidden, if she has given someone what I mentioned earlier—a trust agreement, ‘you represent me first’—it could be possible,” Del Rosario said.
“But we have no document saying that there was such an arrangement,” he added.