The Philippine Securities and Exchange Commission has requested comments on an exposure draft memorandum circular that would revise how parties document and pay for exemptions from securities registration for “exempt transactions” under Section 10 of the Securities Regulation Code, amending Rules 10.1, 10.2 and 10.3 of the 2015 Implementing Rules and Regulations. Under the draft, a person relying on an exemption under Section 10.1 would file a Notice of Exemption using SEC Form 10.1 at least ten calendar days before the offer or sale, without an application for confirmation and with no filing fee. If an issuer nonetheless wants confirmation that a transaction falls under Section 10.1, it would file an application using SEC Form 10.1 and pay a fee equivalent to one-tenth of one percent of the maximum aggregate price or issued value of the securities; for exemptions sought under Section 10.2, the draft similarly ties confirmation to SEC Form 10.1 and the same fee. The proposal would also repeal or modify inconsistent provisions, including Rules 10.3 and 10.3.1 of the 2015 rules and SEC Memorandum Circular No. 9 (series of 2008), and includes a transitory clause addressing Section 10.1 transactions previously brought to the SEC’s attention before the circular’s effectivity. Comments on the exposure draft are due by 24 August 2025, using the SEC’s template and including estimated compliance costs. The draft circular states it would take effect immediately after publication in two newspapers of national circulation.

Original source View in tracker