MANILA, Philippines — The Securities and Exchange Commission (SEC) has issued a new memorandum detailing how firms can apply for exemption on securities registration to avoid confusion in public offering.
Under Memorandum Circular 11 Series of 2025, the agency introduced a new provision under Rule 10.1.2 of the implementing rules and regulations of the Securities Regulation Code (src).
The provision outlines that no notice or payment of fee is needed for exempt transactions under Section 10.1 of the src.
However, if the issuer finds it necessary to seek confirmation if its transaction is exempted, it has to file an application for confirmation of exempt transaction. Likewise, the issuer must pay a fee equivalent to one-tenth of one percent of the issued value.
Further, a person seeking confirmation of exemption under Section 10.2 has to file an application before the commission. This requires shelling out a fee equivalent to one-tenth of one percent of the issued value.
The provision covers even transactions that fall under Section 10.1 with no notice submitted yet to the commission before the issuance of the circular.
The circular also repeals a 2008 counterpart and all other previous issuances that are inconsistent or in conflict with its rationale and provisions.
SEC chairman Francis Lim said the commission is clearing up the rules on exempt transactions to remove bureaucratic bottlenecks in the capital market.
Under Lim’s leadership, the SEC is pushing to change some of its regulations to boost the capital market. For instance, in real estate investment trust, the commission is eyeing to expand eligible assets and stretch out the reinvestment period to push up participation.
The SEC is also persuading companies with legislative franchises and some state-owned firms to go public. Lim said the clarification of rules on exempt transactions is another one of the reforms the commission is pursuing to stimulate market activity.
“The clarification on the rules on exempt transactions demonstrates the commitment of the SEC to remove bottlenecks that may cause confusion and contribute to delays in the public offering of securities,” Lim said.
“The SEC is working hard to ensure issuers are provided with clear and uniform requirements on transactions with the SEC, enabling them to easily comply with the law and encouraging them to tap the capital market for growth,” he added.