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SEC clarifies rules on stock issuance

Manila Bulletin

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August 18, 2025

The Securities and Exchange Commission (SEC) has drafted guidelines intended to clarify confusing rules on how companies can be exempted from having to register shares prior to their issuance.

- By JAMES A. LOYOLA

In a statement, the SEC said the draft rules seek to clarify exempt transactions under the Securities Regulation Code (SRC), in line with efforts to improve ease of doing business and provide clear guidance to potential capital market players.

In a notice dated Aug. 15, the SEC Markets and Securities Regulation Department released for public comment the draft memorandum circular providing further guidelines on exempt transactions under Section 10 of the SRC, amending for the purpose Rules 10.1, 10.2, and 10.3 of the implementing rules and regulations of the SRC.

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