PHILIPPINES: SEC Outlines Rules on Exempt Transactions Under SRC

Thursday September 18 2025

On 15^th September 2025, the Securities and Exchange Commission (SEC) has clarified exempt transactions for the registration of securities under Republic Act No. 8799, or the Securities Regulation Code (SRC), as it seeks to provide further guidance to potential capital market players.

The Commission on September 9 issued Memorandum Circular (MC) No. 11, series of 2025, which provides for Further Guidelines on Exempt Transactions under Section 10 of the SRC.

Section 10.1 of the SRC provides a list of certain securities that are exempt from the general registration requirement for securities that are to be sold or offered for sale or distribution in the country; while Section 10.2 grants the SEC power to exempt transactions other than those listed in Section 10.1, subject to the payment of appropriate fees.

The MC significantly outlines how companies can secure or confirm exemptions based on the aforementioned provisions.

MC 11 introduces a new provision under Rule 10.1.2 of the 2015 SRC Implementing Rules and Regulations on the Optional Application for Confirmation of Exempt Transaction, categorically providing that no notice or payment of fee is necessary for exempt transactions under SRC Section 10.1.

Meanwhile, any person applying for confirmation of an exemption under Section 10.2 of the SRC shall file with the Commission an Application for Confirmation of Exempt Transaction. The application shall entail the payment of a fee equivalent to one-tenth of one percent of the maximum aggregate price or issued value of the securities, pursuant to Section 10.3 of the Code.

Transactions claimed as falling under Section 10.1 of the SRC, and for which no notice or confirmation of exemption has been filed prior to the effectivity of the Circular, shall likewise benefit from the provisions of the said guidelines.

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