The Securities and Exchange Commission (SEC) has taken another significant step toward modernizing the Philippine corporate regulatory framework with the issuance of SEC Memorandum Circular No. 23, Series of 2026, which establishes the Verification of Electronic Records and Information Trust and Authentication System (VERITAS), the SEC’s blockchain-based digital signing and authentication platform for SEC-related documents.
The Circular is the latest milestone in the SEC’s broader digitalization agenda, building on the Commission’s electronic filing initiatives under the Revised Corporation Code, the Electronic Commerce Act, and the Ease of Doing Business and Efficient Government Service Delivery Act. By incorporating blockchain technology into the authentication of corporate filings, the SEC aims to strengthen confidence in electronic transactions while making regulatory compliance more secure, efficient, and reliable.
Moving Beyond Traditional Electronic Signatures
VERITAS combines digital signature technology with blockchain-based verification to create an immutable and independently verifiable record of every signing event. Each document uploaded to the system is subjected to cryptographic hashing and recorded on a blockchain, while every authorized signatory digitally executes the document using credentials linked to the SEC’s eSECURE identity verification system. Once execution is complete, the SEC issues a digitally authenticated version bearing a QR code and certification that allows users to verify the document’s authenticity.
This process enhances the integrity of electronically submitted documents by ensuring that any alteration made after execution can be readily detected. It also strengthens the principles of authenticity, integrity, and non-repudiation that underpin electronic transactions.
The Circular further provides that documents authenticated through VERITAS will generally enjoy the same legal effect and enforceability as signed and notarized documents for SEC purposes, unless a specific law expressly requires notarization or another form of authentication. Although use of the platform remains optional at present, the SEC expressly reserves the authority to make VERITAS mandatory for specific filings or entities through a future issuance following public consultation.
Preparing for a Digital-First Compliance Environment
While the Circular primarily establishes the technical framework for digital authentication, its implications extend well beyond the technology itself. It signals the SEC’s expectation that corporations gradually transition toward a digital-first approach to governance and regulatory compliance.
Companies may therefore wish to begin reviewing their internal governance processes to ensure they are prepared for wider adoption of blockchain-authenticated filings. This includes revisiting policies on electronic execution, identifying authorized digital signatories, strengthening controls over digital credentials, and updating corporate secretarial procedures for electronic approvals and recordkeeping. Businesses with foreign shareholders, multinational management teams, or directors located in different jurisdictions are likely to benefit particularly from a secure platform that minimizes reliance on physical document execution and international courier services.
The significance of VERITAS also extends beyond routine reportorial requirements. As more SEC processes migrate online, blockchain-authenticated execution is expected to play an increasingly important role in incorporations, amendments to corporate documents, mergers and acquisitions, capital restructuring, corporate reorganizations, foreign investment transactions, and other corporate actions requiring SEC approval.
A New Dimension to Corporate Legal Practice
For legal practitioners, the introduction of VERITAS represents more than another regulatory compliance requirement. It signals a gradual evolution in the way corporate lawyers and corporate secretaries will manage transactions and advise clients.
Traditionally, legal teams have devoted considerable time to coordinating wet signatures, notarization, courier logistics, apostilles, and document authentication across multiple jurisdictions. As blockchain-authenticated execution becomes more prevalent, lawyers are expected to spend less time managing physical execution mechanics and more time designing digital execution protocols, coordinating electronic signatories, and ensuring that digital credentials and signing authorities are properly managed.
Corporate secretarial practice is likewise expected to evolve. Lawyers advising corporations will increasingly assist clients in updating governance frameworks to accommodate digital execution, including board approval procedures, signing authorities, document retention policies, and internal controls over electronic records.
Perhaps more importantly, legal advice will increasingly intersect with technology governance. Clients are likely to seek guidance not only on corporate law requirements but also on digital identity management, cybersecurity controls, electronic record retention, and compliance with the SEC’s evolving digital filing ecosystem. The ability to advise on these issues will become an increasingly valuable aspect of corporate legal practice as regulators continue adopting technology-driven solutions.
Looking Ahead
Although VERITAS is presently optional, the Circular clearly anticipates broader adoption in the future. Companies would therefore be well advised to familiarize themselves with the platform and begin evaluating whether their governance and compliance processes are ready for a more digital operating environment.
A copy of the Circular may be accessed here.