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A Disclosure Statement is a formal document that reveals important facts and information about a business, investment, or transaction to protect both parties involved. In the Philippines, these statements are especially crucial for financial institutions, publicly listed companies, and regulated industries under Securities and Exchange Commission (SEC) requirements.

Companies use Disclosure Statements to share key details about their financial health, risks, business practices, and material changes in operations. This transparency helps investors and stakeholders make informed decisions while ensuring compliance with Philippine securities laws and regulations, including the Securities Regulation Code and its implementing rules.

Use a Disclosure Statement anytime your business makes significant changes that could affect investors or stakeholders in the Philippines. This includes launching new products, changing key personnel, restructuring operations, or facing material legal issues. For SEC-regulated companies, filing these statements becomes mandatory when share prices might be impacted.

Many Philippine businesses prepare Disclosure Statements before major transactions like mergers, acquisitions, or public offerings. Real estate developers need them when selling pre-selling condominiums, while financial institutions use them for investment products. The key timing is before stakeholders make important decisions - giving them complete, accurate information helps protect both sides.

• Material Disclosure Statements: Used by publicly listed companies to report significant business changes, mergers, or financial events to the SEC and PSE
• Financial Product Disclosure Statements: Required by banks and investment firms to explain risks, fees, and terms of investment products
• Real Estate Disclosure Statements: Detail property conditions, legal status, and development plans for pre-selling projects
• Corporate Governance Disclosure Statements: Outline company policies, board composition, and compliance with Philippine governance codes
• Environmental Disclosure Statements: Document environmental impacts and compliance measures, especially for mining and manufacturing sectors

• Corporate Officers: Draft and sign Disclosure Statements on behalf of their companies, taking legal responsibility for accuracy
• Legal Counsel: Review and ensure statements comply with SEC regulations and Philippine corporate laws
• Financial Institutions: Prepare statements for investment products, banking services, and lending arrangements
• Real Estate Developers: Create disclosures for property sales and development projects
• Investors and Stakeholders: Rely on these statements to make informed decisions about investments or business relationships
• Regulatory Bodies: Monitor and enforce disclosure requirements, particularly the SEC and PSE

• Gather Core Information: Collect financial data, business changes, risk factors, and material events that need disclosure
• Review SEC Guidelines: Check current Philippine SEC regulations and disclosure requirements for your industry
• Document Timeline: Note important dates, deadlines, and sequence of events related to the disclosure
• Verify Data Accuracy: Confirm all financial figures, statistics, and factual statements with reliable sources
• Draft Clear Content: Use our platform to generate a properly structured statement that meets legal requirements
• Internal Review: Have key stakeholders verify information accuracy before finalizing

• Company Information: Full legal name, SEC registration number, principal office address, and contact details
• Material Facts: Clear description of significant events, changes, or circumstances being disclosed
• Financial Impact: Quantifiable effects on company operations, assets, or liabilities
• Risk Factors: Detailed explanation of potential risks and their implications
• Timing Details: Relevant dates, implementation schedule, and reporting period
• Authentication: Signatures of authorized officers, corporate seal, and notarization if required
• Compliance Statement: Declaration of adherence to SEC regulations and Philippine corporate laws

A Disclosure Statement differs significantly from a Non-Disclosure Agreement (NDA), though both deal with information sharing. While Disclosure Statements proactively reveal important information to stakeholders or regulators, NDAs restrict information sharing and create confidentiality obligations.

• Purpose and Direction: Disclosure Statements share information outward to protect investors and meet regulatory requirements, while NDAs protect sensitive information by limiting its distribution
• Legal Effect: Disclosure Statements create transparency and regulatory compliance but don't bind recipients; NDAs create mutual legal obligations between signing parties
• Timing and Duration: Disclosure Statements typically cover specific events or periods, while NDAs remain active for an agreed duration
• Content Focus: Disclosure Statements detail material facts, risks, and financial impacts; NDAs specify confidential information and consequences of unauthorized disclosure