Why it matters:
The Philippines continues to lag behind regional peers in capital market participation. The SEC’s latest move—outlined in Memorandum Circular No. 9, Series of 2025—is designed to remove procedural bottlenecks, lower financial barriers, and bring more businesses into the fold.
“Our goal for the Philippine capital market is clear—increase market participation to bring it up to par with our peers in the Southeast Asian region,” said SEC Chair Francis Lim.
Driving the news:
The circular introduces two major changes for companies planning to conduct public offerings:
A strict 45-day registration statement review timeline under the SEC’s Markets and Securities Regulation Department (MSRD).
A 30 percent discount on registration fees for applications filed until Dec. 31, 2025.
The rules apply to a broad range of securities, including IPOs, follow-on offerings, investment contracts, bonds, and rental pool-linked instruments by real estate and energy companies.
Catch up quick:
Under the Securities Regulation Code (RA No. 8799), the SEC is mandated to act on registration statements within 45 calendar days. However, inconsistencies in interdepartmental clearances have made this target difficult to meet. The new rules integrate all clearance processes into the same 45-day window.
How it works:
A company must email its preliminary documents, including its prospectus, to the MSRD for pre-processing.
If documents are complete on their face, the firm is prompted to pay 20 percent of the total registration fee, along with fees for internal clearances.
The MSRD coordinates the internal clearance process across multiple SEC departments:
Certificate of Good Standing and/or No Derogatory Information (Company Registration and Monitoring Department)
Certificate of No Pending Case (Office of the General Counsel and Enforcement and Investor Protection Department)
Independent Director qualifications and web disclosures (Corporate Governance and Finance Department)
Key deadlines:
Internal clearances must be processed by each department within three working days.
If any issues arise, applicants have five calendar days to respond—still within the 45-day window.
Simultaneously, the SEC’s Office of the General Accountant (OGA) conducts a 30-day in-depth review of financial statements.
Regardless of clearance status, the MSRD must issue its own comment letter within 15 days of accepting the application.
Applicants then get 20 days to comply with all comments and issues raised.
The 45-day clock starts once the SEC receives the proof of payment for the initial fee and other charges.
Failure to address MSRD or departmental issues within the prescribed periods can lead to denial of the application and forfeiture of paid fees—although companies may refile.
What’s next:
By the 45th day, the MSRD must present the application to the SEC En Banc.
If approved, a pre-effective letter will be issued detailing final conditions.
Once these are met, the Order of Registration and/or Permit to Sell will be granted.
The balance 80 percent of the registration fee will be assessed before approval.
Between the lines:
The SEC is not just looking to fast-track approvals—it’s actively encouraging capital-raising activity by making the process more predictable and affordable.
“The SEC will streamline processes and provide discounts or incentives where possible,” Lim said. “This allows businesses to unlock their full growth potential through diverse financing options.”
The effort aligns with broader initiatives to deepen the Philippine capital market, long criticized for low participation rates, sluggish IPO pipelines, and regulatory friction. The move could be especially timely as more firms explore public listings amid a recovering economy.
With clear deadlines and lower upfront costs, the SEC is hoping that companies—especially small- and mid-sized enterprises—will find it easier to access capital markets and drive economic expansion. —Ed: Corrie S. Narisma
