The Securities and Exchange Commission (SEC) has revoked the corporate registrations of two companies owned by the Discayas—contractors linked to the flood control corruption scandal—for submitting false beneficial ownership information.
In separate resolutions issued on November 26, the SEC Enforcement and Investor Protection Department (EIPD) canceled the certificates of incorporation of St. Timothy Construction Corporation and St. Gerrard Construction General Contractor and Development Corporation.
St. Timothy and St. Gerrard were further directed to pay P2 million each as a penalty, in accordance with Section 11, I-A of SEC Memorandum Circular (MC) No. 10, Series of 2022, plus an administrative fine of P1,000 per day of continuing violation, pursuant to Section 158 of Republic Act No. 11232, or the Revised Corporation Code.
In addition, St. Timothy and St. Gerrard’s directors were disqualified from being a director, trustee, or officer of any corporation for a period of five years for failure to ensure the accuracy of the beneficial ownership declaration.
During a Senate Blue Ribbon Committee hearing on September 1, Cezarah Rowena Cruz-Discaya stated that she was the owner and officer of St. Timothy and St. Gerrard.
Based on SEC records, however, the EIPD found that Cruz-Discaya was not disclosed in the beneficial ownership declarations of St. Timothy from 2022 to September 2025, and of St. Gerrard from 2022 to 2024.
The failure of St. Timothy and St. Gerrard to disclose Cruz-Discaya as their beneficial owner constituted a violation of SEC MC No. 15, Series of 2019, as amended by MC No. 10, Series of 2022, which required companies to submit their beneficial ownership information as part of their general information sheets.
As early as September, the SEC issued separate notices to the two companies, directing them to pay a P2 million fine each for the false declaration of beneficial ownership information.
Both companies were given 15 calendar days upon receipt of the notice to explain or justify their violations, but neither complied within the prescribed time.
The SEC underscores that corporations must accurately and truthfully disclose beneficial ownership information.
Failure to comply—whether by omission or by submission of incorrect information—undermines market integrity and will be met with decisive regulatory sanctions. Corporations are expected to respond promptly and responsibly when allowed to clarify or rectify discrepancies in their filings.
These administrative sanctions are separate from, and do not preclude, any other proceedings or measures that may arise under the Revised Corporation Code or other laws.
The revocation of the companies’ corporate registration does not prejudice the filing of other administrative, civil, or criminal actions that may be taken based on other violations of the RCC or other applicable laws, rules, and regulations.
The SEC continues to remind all corporations of their duty to maintain accurate beneficial ownership information and to update their submissions promptly as required by established regulations.
