SEC further eases shelf registration rules

​The Securities and Exchange Commission (SEC) has expanded the validity of shelf registration offerings and simplified the process for such transactions as it looks to provide companies more flexibility and efficiency in their capital raising efforts.

​The Commission on September 19 issued SEC Memorandum Circular (MC) No. 12, Series of 2025, providing for amendments to the Delayed and Continuous Offering and Sale of Securities provision under Rule 8.1.2 of the 2015 Implementing Rules and Regulations of Republic Act No. 8799, or the Securities Regulation Code.

Under the amended Rule 8.1.2, the registration for securities that will be offered on a continuous or delayed basis will now be valid for a period of five years, from three years previously, effective from the date of the registration statement under which they are being offered or sold.

“Timing is a crucial component that could determine how a public offering will perform. Beyond improving access to the capital market, we want to make it easier for companies to maximize the advantages of tapping the capital market by taking this into account,” SEC Chairperson Francis Lim said.

“With the enhanced shelf registration framework, companies now have more flexibility in issuing their securities, allowing them to align their strategies better with market conditions,” he added.

The guidelines also reduced and simplified the documentary requirements needed in applying for a permit to sell (PTS) for each subsequent tranche following the initial offering.

These requirements include a signed and notarized SEC Form 12-1-SR and annexes, as applicable; an updated offering supplement/prospectus; and a sworn certificate of no material change for items that remained unchanged from the previously filed and approved offer supplement and/or prospectus.

For each subsequent tranche that will be offered within one year from the initial or the last issued tranche, the application for a PTS shall be filed not later than seven calendar days prior to the commencement of the offer or sale of the said securities.

This will apply if the requirement to submit new financial statements under SRC Rule 68 is not triggered or the company does not file new updated financial statements as part of the registration statement. Otherwise, the same application shall be filed not later than 30 calendar days prior to the commencement of the offer or sale of the said securities.

An application for a PTS shall also be filed not later than 30 calendar days prior to the start of the offer or sale of securities for subsequent tranches that will be offered more than a year after the initial or last tranche.

The review period for all applications shall be reckoned from the date of complete submission of the requirements and payment of the corresponding registration fees, which shall be payable per tranche of issuance and proportional to the issued value.

The amendments under MC 12 shall apply to all approved, valid and subsisting shelf registration statements, and the remaining validity period of such shelf registrations shall be counted from the effectivity date of the initial registration statement.