Christianne Grace F. Salonga | Jennifer Marie G. Castro
On 11 February 2026, the Securities and Exchange Commission (“SEC”) issued Memorandum Circular No. 8, Series of 2026, adopting the 2026 Rules of Procedure of the SEC (“2026 Rules”) and repealing the 2016 Rules of Procedure. The Circular was published on 14 February 2026 and took effect on 1 March 2026.
The 2026 Rules apply to all administrative and adjudicative proceedings before the SEC, including matters handled by its Operating Departments, Extension Offices, Special Hearing Panels, and the Commission En Banc, unless otherwise expressly provided. The new Rules aim to modernize SEC proceedings, promote efficiency, strengthen digital processes, and clarify jurisdictional boundaries within the Commission.
A significant feature of the 2026 Rules is the clarification of jurisdiction among the SEC’s various departments. The 2026 Rules delineate the types of administrative and adjudicative actions that fall under each Operating Department and Extension Office. They also expressly recognize the authority of these units to dismiss petitions motu proprio or upon motion when jurisdiction over the subject matter is lacking.
The 2026 Rules streamline pleadings by limiting the filings allowed in proceedings. Only the Petition, the Answer, and such other pleadings as may be directed by the SEC are permitted. In adjudicative actions, both the Petition and the Answer must be verified. The 2026 Rules also enumerate prohibited pleadings, reinforcing procedural discipline and reducing dilatory filings.
The manner of filing has been updated to align with digitalization efforts. Pleadings may be filed personally, by registered mail, accredited courier, or electronically through the SEC’s designated official email addresses. Except for initiatory pleadings, subsequent filings must generally be submitted electronically, unless otherwise authorized. Electronic submissions must be digitally signed in PDF format and comply with the Rules on Electronic Evidence. Detailed requirements for email transmittals are also prescribed to ensure uniformity and reliability in electronic communications.
The Rules likewise modernize service of papers issued by the SEC. Service upon individuals shall primarily be made through email, and if not feasible, through personal service or registered mail. Corporations will be served through their registered email addresses as submitted under SEC Memorandum Circular No. 28-2020. If no registered email is available, service may be effected upon directors, officers, corporate secretaries, or agents reflected in SEC records. Foreign corporations shall be served through their resident agents or principal offices, as applicable.
At any stage of proceedings and before decision, the SEC may call the parties to a case conference. Such conference may be conducted physically, virtually, or through submission of position papers. Failure to attend without justifiable cause constitutes a waiver of the right to present additional evidence or arguments. This mechanism underscores the SEC’s emphasis on early clarification of issues and potential amicable settlement.
The SEC’s investigative authority is reinforced through clear provisions authorizing the issuance of subpoenas ad testificandum, subpoenas duces tecum, and examination or inspection orders. Unjustified refusal or delay in compliance may constitute indirect contempt and may expose parties to administrative sanctions.
The 2026 Rules also regulate settlement offers. No settlement proposal will be entertained once an order, decision, or resolution has become final and executory, or when the matter is already pending before the courts. This ensures procedural finality and respects judicial authority.
In terms of penalties, the 2026 Rules permit payment of administrative fines by installment, subject to recommendation and approval by the Commission En Banc and where justified under existing laws and regulations. This provides flexibility while preserving regulatory enforcement.
The 2026 Rules also clarify the issuance of Cease and Desist Orders (“CDOs”). Under the Revised Corporation Code, a CDO may be issued with a validity of twenty (20) days from receipt. Under the Securities Regulation Code, a CDO may be issued ex parte without prior hearing, with a maximum validity of ten (10) days. The SEC may likewise issue CDOs for violations of the Financial Products and Services Consumer Protection Act and its implementing rules. These provisions reflect the SEC’s strengthened enforcement capabilities while maintaining defined procedural safeguards.
Finally, the 2026 Rules apply prospectively to cases initiated after their effectivity. Pending cases shall continue to be governed by the prior rules unless application of the 2026 Rules is practicable and would promote the just, speedy, and efficient resolution of the matter.
A copy of the 2026 Rules may be accessed here: https://tinyurl.com/mwktf3bf
The adoption of the 2026 Rules marks a significant procedural shift toward digitalization, streamlined litigation, and enhanced enforcement authority. Corporations, regulated entities, and practitioners appearing before the SEC are advised to review these updates carefully to ensure procedural compliance under the new regime.