Philippine Securities and Exchange Commission consults on draft rules clarifying notices and confirmations for exempt transactions under the Securities Regulation Code

The Philippine Securities and Exchange Commission (SEC) released for public comment a draft memorandum circular that would clarify how parties should claim, or seek confirmation of, exemptions from securities registration under Section 10 of the Securities Regulation Code (SRC). The draft amends Rules 10.1, 10.2 and 10.3 of the SRC implementing rules and regulations to address inconsistent directions in prior rules and memorandum circulars on securing or confirming exemptions. Under the proposed approach, a person claiming an exemption under Section 10.1 would file SEC Form 10.1 as a Notice of Exemption within 10 calendar days prior to the offer or sale, without needing an application for confirmation and without a filing fee. If a company wants confirmation of an exemption under Section 10.1, it would file SEC Form 10.1 as an Application for Confirmation of Exempt Transaction and pay a fee equal to 0.1% of the maximum aggregate price or issued value of the securities, consistent with Section 10.3. For confirmations of exemptions under Section 10.2, an Application for Confirmation of Exempt Transaction would be required, alongside the same 0.1% fee. Comments are open until August 25, and the draft memorandum circular is available on the SEC website.