Philippine Securities and Exchange Commission issues new guidelines on Securities Regulation Code exempt transactions and sets a 0.1% fee for exemption confirmation filings

The Philippine Securities and Exchange Commission has issued Memorandum Circular No. 11, Series of 2025, providing further guidelines on exempt transactions under Section 10 of the Securities Regulation Code, clarifying how issuers can secure or confirm that a securities offer or sale is exempt from the registration requirement. The circular introduces a new provision under Rule 10.1.2 of the 2015 Securities Regulation Code Implementing Rules and Regulations on the optional application for confirmation of exempt transaction, stating that no notice or fee is required for transactions exempt under Section 10.1. Where an issuer nevertheless seeks confirmation that a Section 10.1 transaction is exempt, it must file an application and pay a fee equal to one-tenth of one percent of the maximum aggregate price or issued value. For confirmation of an exemption under Section 10.2, an application is required and is subject to the same one-tenth of one percent fee pursuant to Section 10.3. Memorandum Circular No. 11 repeals Memorandum Circular No. 9, Series of 2008, and provides that inconsistent Commission issuances and Commission-approved self-regulatory organization rules are repealed or modified accordingly; it also extends the benefit of the guidelines to Section 10.1 transactions for which no notice or confirmation of exemption was filed prior to the circular’s effectivity.