The Philippine Securities and Exchange Commission issued amended guidelines for registrars of qualified institutional and individual buyers, updating how entities are authorised to act as registrars, how qualified buyers are identified and renewed, and how registrars may rely on each other’s registrations. The changes were issued through Memorandum Circular No. 5, Series of 2026, which amends Rule 39.1.4 of the 2015 Implementing Rules and Regulations of the Securities Regulation Code. Under the revised rules, SEC-licensed entities may apply to be authorised as registrars, including banks (in specified securities roles), brokers, dealers, and investment houses, as well as investment company advisers, issuer companies for offerings of their own securities, and SEC-registered crowdfunding funding portals. Applicants must submit required documents electronically and provide SEC-approved internal procedures covering, among other items, criteria for evaluating qualified buyer applicants, controls to verify continued compliance, and the renewal process. Authorised registrars must assign each qualified buyer a permanent identification number, issue a certificate of registration valid for three years (subject to continued qualifications), and submit an annual year-end attestation of clients’ continued eligibility. For transactions involving a qualified buyer registered with another registrar, a registrar may rely on the existing certificate while retaining discretion to request additional documents; this reliance is supported by an SEC Inter-Registrar Registry accessible to authorised registrars for validation, and reliance done in compliance with the rules is protected from liability on a good-faith basis. The amendments also set a cessation process, including at least 30 days’ prior notice to the SEC, SEC evaluation within 10 calendar days of complete submissions, and client and counterparty notification at least 15 calendar days before the effective cessation date.
Philippine Securities and Exchange Commission 2026-01-26
Philippine Securities and Exchange Commission amends qualified buyer registrar rules to require permanent QB IDs and enable inter-registrar reliance
The Philippine Securities and Exchange Commission has amended guidelines for registrars of qualified buyers in Memorandum Circular No. 5, Series of 2026. The updates cover authorisation processes, identification and renewal of qualified buyers, and inter-registrar reliance, with SEC-licensed entities eligible to apply as registrars. Key requirements include electronic document submission, a three-year registration certificate, and annual attestation of clients' eligibility.