Christianne Grace F. Salonga | Carriz Andrea F. Nana
The Securities and Exchange Commission (SEC) has issued new rules to strengthen the country’s capital markets by updating the framework for shelf registration. Through Memorandum Circular No. 12, Series of 2025, which amends Rule 8.1.2 of the 2015 Securities Regulation Code (SRC) Implementing Rules and Regulations, the SEC aims to give issuers greater flexibility in fundraising while maintaining investor protection and regulatory oversight.
Shelf registration was first introduced in the 2015 SRC Rules to allow issuers to register securities in advance and sell them in tranches over time. Previously valid for only three (3) years, the shelf registration period is now extended to five (5) years, providing issuers with a longer period to plan their capital-raising activities in line with business needs and market conditions. Under the revised Rule 8.1.2, securities intended to be issued in tranches after the registration statement has been rendered effective may now be offered and sold on a continuous or delayed basis for a period not exceeding five (5) years.
To further streamline the process, Section 2 of the Circular provides detailed guidance on the documentary submissions and timelines for such subsequent tranches. For subsequent tranches, issuers are still required to secure a Permit to Sell (PTS), but the filing process has been simplified. They need only submit fewer documents, such as an updated SEC Form 12-1-SR, an offering supplement or prospectus showing material changes (if any), and a sworn certificate of no material change. The timelines for filing depend on when the tranche is offered: at least seven (7) days before sale if within a year of the last tranche, or thirty (30) days if new financial statements are needed; and at least thirty (30) days before sale if more than a year has lapsed since the last tranche. In all cases, the SEC review period will be counted from the date the required documents and fees are completely submitted.
Moreover, Section 3 of the Circular further amends the rules on the payment of registration fees for subsequent tranches. Instead of paying seven (7) business days before the start of an offering, issuers must now settle fees within the validity period of the Payment Assessment Form as issued by the SEC. They must also execute an undertaking to pay any remaining fees for securities to be issued in subsequent tranches, to be complied with no later than thirty (30) business days before the expiration of the shelf registration.
These amendments extend the shelf registration period, simplify the filing and documentary requirements for subsequent tranches, and clarify the timing of fee payments. For issuers, the reforms offer greater flexibility in planning capital-raising activities while reducing compliance burdens. For investors, the new framework ensures that transparency and updated disclosures remain in place throughout the five (5)-year shelf life.
A copy of the Circular may be accessed here.
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