The Securities and Exchange Commission (SEC) has extended the validity of shelf registration for securities to five years from the current three, giving companies more time and flexibility to raise capital.
In a statement issued on Tuesday, the regulator said the new rules aim to make fundraising “more flexible and efficient.”
The changes were introduced through SEC Memorandum Circular No. 12, Series of 2025, which amends provisions of the Securities Regulation Code on delayed and continuous offerings.
“Timing is a crucial component that could determine how a public offering will perform,” SEC Chairman Francis Lim said. “With the enhanced shelf registration framework, companies now have more flexibility in issuing their securities, allowing them to align their strategies better with market conditions.”
The circular also streamlines documentary requirements for subsequent tranches.
Companies issuing within a year of their initial or last tranche need to file for a permit to sell (PTS) at least seven days before the offer, provided no new financial statements are required. If updated statements are needed, or if the tranche is issued more than a year later, the application must be filed 30 days in advance.
The SEC said review periods will start once all requirements and fees are submitted, with fees assessed per tranche and proportional to the issue size. The new rules apply to all existing shelf registrations, with remaining validity counted from the effectivity of the initial filing.
