The Securities and Exchange Commission (SEC) has released new guidelines to provide clarity for companies. The rules concern transactions that are exempt from securities registration requirements as defined by the Securities Regulation Code (SRC).

On September 9, the SEC issued Memorandum Circular (MC) No. 11, series of 2025, to establish the new rules.

Through this circular, the Commission intends to provide clearer guidance to companies and potential capital market players.

SEC Chairperson Francis Lim said the new guidelines aim to remove bottlenecks that may cause confusion and contribute to delays in the public offering of securities.

He added that the goal is to provide clear and uniform requirements to encourage more companies to tap the capital market for growth.

Under the new circular, transactions that are explicitly listed as exempt under Section 10.1 of the SRC will no longer require any notice to be filed or fee to be paid.

However, if an issuer wishes to receive an official confirmation of this exemption from the SEC, they have the option to file an application and pay a fee.

For other transactions seeking exemption under Section 10.2 of the SRC, the process remains mandatory.

Any person applying for this type of exemption must file an Application for Confirmation of Exempt Transaction. They must also pay a fee equivalent to one-tenth of one percent of the securities’ value

A key effect of the new memorandum circular is the repeal of a previous issuance from 2008, MC No. 9. Furthermore, the circular modifies any other conflicting rules and commission issuances accordingly.

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