SEC tightens rules on QBs

The Securities and Exchange Commission (SEC) has overhauled the guidelines governing the registration of qualified buyers (QBs) for private stock placements, moving to standardize how banks and brokerages vet high-net-worth investors.

- By JAMES A. LOYOLA

The corporate regulator issued Memorandum Circular (MC) No. 5, series of 2026, which amends the implementing rules and regulations (IRR) of the Securities Regulation Code (SRC).

The move aims to streamline oversight of registrars—authorized entities such as investment houses and banks responsible for certifying that institutional and individual investors meet the strict financial thresholds required to participate in exempt securities offerings.

A central feature of the updated framework is the creation of an inter-registrar registry, an internal SEC database that will be accessible to all authorized registrars, allowing them to validate the credentials and certificates of QBs in real time.