SEC dangles incentives to boost public offerings 

The Securities and Exchange Commission (SEC) is implementing strict timelines and offering discounts to companies conducting public offerings until year-end, as part of efforts to stimulate the capital market, according to a report by Philippine Star.

The commission issued Memorandum Circular 9, Series of 2025, which further streamlines the evaluation and approval process for registration statements by integrating clearance processes across departments of the commission in the 45-day processing timeline provided under the Securities Regulation Code.

It likewise gives a 30-percent discount on the assessed registration fees of all registration statement applications until Dec. 31, 2025.

“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,” SEC chairperson Francis Lim said.

“The SEC will streamline processes and provide discounts or incentives where possible, in order to encourage more businesses to tap the capital market, enabling them to unlock their full growth potential through diverse financing options,” he said.

All registration statement applications by companies seeking to conduct initial public offerings or follow-on offerings are covered by the new guidelines.

It also includes those issuing investment contracts, certificates of participation, profit-sharing agreements, bonds and debt securities as well as other forms of securities being registered by power generation companies and distribution utility companies and real estate developers and managers in relation to rental pool arrangements.

The SEC said that agri-business corporations and hospitals, which are subject to a 28-day processing period, are excluded from the 45-day review timeline.

The 45-calendar day period for the processing of registration statement applications will be reckoned from the date of submission to the SEC’s Markets and Securities Regulation Department  (MSRD) of proof of payment of the first tranche of the registration fee and the full payment of costs pertaining to the clearances.

The SEC said that upon receipt of the application and proof of payment of registration fees and other charges, the MSRD will take charge of requesting the aforementioned clearances from the respective operating departments.

These departments will, in turn, process all such requests within three working days.

“Should one of the departments have issues or findings concerning the request for clearance, the applicant shall be required to address such deficiencies within five calendar days,” the commission said, noting that the compliance period will be included within the 45-day review timeframe.

The SEC Office of the General Accountant will simultaneously conduct a detailed review of the applicant’s financial statements within 30 days, which should also be completed within the 45-day period.

Notwithstanding the pendency of the clearances from other operating departments, the MSRD will issue a comment letter outlining its findings, issues and deficiencies identified in the documents submitted within 15 calendar days upon its receipt of the application.

The SEC said the applicant will then have 20 calendar days to address the comments.

The commission said that failure of the applicant to comply with the directives of the MSRD within the 20-day period will be sufficient ground for the denial of the application and for the forfeiture of the first tranche of registration fee and certification fees, without prejudice to the re-filing of such application.

The applicant’s failure to comply with comments by an operating department may also be considered in denying the application, it said.

“On or before the 45th day, the MSRD shall present the application before the commission en banc. Should it be favorably considered, the MSRD shall issue a pre-effective letter stating the conditions to be complied with,” the SEC said..

“Upon compliance with the requirements, the MSRD shall issue the order of registration and/or permit to sell securities to the public,” it said.