The Securities and Exchange Commission (SEC) said that any sale of security that is mandated exempt from registration by the Securities Regulation Code (SRC or RA8799) will no longer be required to have fees paid to be in effect.
The SEC in memorandum circular 11, series of 2025, said that fees will only be collected when the issuing entity will require a confirmation of the security’s status as exempt from registration.
“However, if the issuer deems it necessary to seek confirmation if its transaction is exempt from registration, it shall file an application for confirmation of exempt transaction and pay a fee equivalent to one-tenth of one percent of the maximum aggregate price or issued value,” the SEC said in a statement.
Transactions exempted from mandatory registration as provided under the SRC include the distribution by a company of securities to its stockholders or other security holders as a stock dividend, or as distribution of surplus. Also exempted are the sale of capital stock of a corporation exclusively to its own stockholders, where no commission or other remuneration is paid or given directly or indirectly in relation to the sale. Likewise covered are the issuance of bonds or notes secured by mortgage upon real estate or tangible personal property, where the entire mortgage together with all the bonds or notes involved are sold to a single purchaser at a single sale.
Also exempted from registration are the sale of securities to fewer than 20 persons in the Philippines; and the sale of securities to banks, registered investment houses, insurance companies, pension funds or retirement plans maintained by the government, or managed by a bank or other entities authorized by the Bangko Sentral ng Pilipinas to engage in trust functions; and investment companies.
Francis Lim, SEC chairman, said the circular “demonstrates the commitment of the SEC to remove bottlenecks that may cause confusion and contribute to delays in the public offering of securities.”
“The SEC is working hard to ensure that issuers are provided with clear and uniform requirements for transactions with the SEC, enabling them to easily comply with the law and encouraging them to tap the capital market for growth,” he added.
