On 24 July 2025, to further boost its commitment to ease of doing business in the country, the Securities and Exchange Commission issued a SEC Memorandum Circular No. 09 series of 2025.
The SEC MC No. 09 provides guidelines to further streamlining the 45-day registration statement review process under the Markets and Securities Regulation Department (“MSRD”) of the Securities and Exchange Commission and providing a discounted rate for the registration fee.
The Guidelines shall apply to all Registration Statement applications under the MSRD including:
- Initial Public Offering and/or Follow-On Offering;
- Issuances of Investment Contracts;
- Certificates of Participation;
- Profit-Sharing Agreements;
- Bonds;
- Debt Securities;
- Other forms of Securities being registered by Power Generation Companies and Distribution Utility Companies pursuant to SEC MC No. 4, s. 2024; and
- Other forms of Securities being registered by Real Estate Developers and/or Managers in relation to Rental Pool Agreements pursuant to SEC MC No. 4, s. 2024.
However, this Guidelines shall NOT apply to Agri-Business Corporations and Hospitals, both of which are subject to a twenty-eight (28) day processing period under SEC MC No. 8, s. 2023, 3 and SEC MC No. 11, s. 2017, respectively. (Section 1. Coverage)
Pursuant to this Guidelines, the procedure are as follows:
First, the applicant-registrant shall have to email the digital copies of the following documents in Word format (.doc/.docx) or Portable Document Format (.pdf) to msrdsubmission@sec.gov.ph for pre-processing review:
- SEC Form 12-1 Submission Checklist, SEC RENT Submission Checklist Form, or SEC POWERS Submission Checklist, as the case may be;
- SEC Form 12-1, as amended, Form SEC RENT, or Form SEC POWERS, as may be applicable;
- Prospectus;
- All relevant exhibits in support of the application; (Section 2. Documentary Filing Requirements) and
- All other existing requirements under the SRC and the Revised Corporation Code (RCC) and their implementing rules and regulations, other relevant laws, and rules, circulars and orders of the Commission, as well as those that may be reasonably required by the MSRD, shall be strictly complied with. (Section 4. Other Applicable Requirements).
Second, once the MSRD found that the submitted documentary requirements are complete and sufficient on their face, the MSRD will then proceed to issue a Payment Assessment Form (PAF) for the FIRST tranche of the total registration fee, which shall be equivalent to twenty percent (20%) of the total registration fee for the Registration Statement Application (SEC MC No. 3, s. 2017) and the other corresponding fees for the request of clearances.
Third, once the corresponding PAF was issued, the applicant-registrant shall be required to do the following to trigger the start of the 45-day review process:
- Pay the assessed registration and other fees within the given period indicated in the PAF either online via the Electronic System for Payment to SEC (eSPAYSEC) or over-the-counter payment thru any branch of Landbank of the Philippines, debit or credit cards, digital wallets, and other cashless payment options;
- Scan and email digital copies of any proof of payment made to msrdsubmission@sec.gov.ph AND secoga@sec.gov.ph, to initiate the start of the 45-Day Review Process;
- Secure from MSRD a copy of the Notice of Filing of the Registration Statement signed by the Director of MSRD, or his authorized representative, and immediately cause the publication in two (2) newspapers of general circulation in the Philippines for two (2) consecutive weeks and submit copies of Affidavit of Publication to the MSRD as soon as available; and
- Immediately upload a digital copy of the Prospectus in the applicant-registrant’s office website. (Section 3. Compliance with Application)
The forty-five (45) calendar day period shall be reckoned from the date of submission to the MSRD of proof of payment of twenty percent (20%) of the total registration fee and of the full payment of fees pertaining to the clearances required, such as:
- Certificate of Good Standing and/or Certificate of No Derogatory Information;
- Certificate of No Pending Case;
- Comments on the Qualification and Non-Disqualification of Independent Directors and Website Template, as may be applicable; and
- Certificate of No Pending Case.
Fourth, in case of any additional disclosures and/or cited deficiencies, the applicant-registrant shall comply within twenty (20) calendar days from the issuance of the comment letter by submitting the following:
- An updated Prospectus and any other documents in compliance with the comments of the Department;
- A letter-reply specifying its responses to the comments; and
- A certified list of the changes made in the updated Prospectus.
Fifth, not later than the 45th day and prior to the presentation of the application before the Commission En Banc, the MSRD shall issue a PAF on the amount of the SECOND tranche of registration fee equivalent to eighty percent (80%) of the total registration fee for the Registration Statement application (SEC MC No. 3, s. 2017), which the applicant-registrant must pay within the given period indicated in PAF. (Section 5. Forty-Five (45) Day Period)
Sixth, upon favorable consideration by the Commission En Banc of the Registration Statement, the MSRD shall issue a pre-effective letter stating the conditions to be complied with.
Lastly, upon compliance with the requirements, the MSRD shall issue an Order of Registration and/or Permit to Sell Securities to the Public. (Section 6. Commission En Banc Action on the Application)
Also, this Memorandum Circular extends a discounted rate for the registration fee such that all Registration Statement applications before the MSRD shall be entitled to a thirty percent (30%) discount on the assessed registration fees from the effectivity of the Circular until 31 December 2025. (Section 7. Discounted Rate of Registration Fee)
This guide provides a general overview of the above transactions at the time of writing only and is not intended to be a comprehensive legal advice. This should also not be taken as an opinion on the topic. For more details and information, you may coordinate with any GVES Law Partner regarding the matter.
Atty. Mary Grace L. Villanueva is an Associate at GVES Law.