The Securities and Exchange Commission (SEC) has issued a key clarification on exempt transactions under the Securities Regulation Code (SRC), effectively reducing regulatory friction for issuers in the capital markets.
Through Memorandum Circular (MC) No. 11, Series of 2025, released on September 9, the SEC introduced a new provision under the implementing rules and regulations (IRR) of the SRC that formally states no notice or fee is required for transactions that qualify as exempt from registration. The new rule also replaces MC No. 9, Series of 2008.
The move is seen as a significant step to streamline processes for companies seeking to raise capital. SEC Chairman Francis E. Lim emphasized the regulator’s intent to remove ambiguity and enhance ease of doing business.
“The clarification on the rules on exempt transactions demonstrates the commitment of the SEC to remove bottlenecks that may cause confusion and contribute to delays in the public offering of securities,” Lim said.
“The SEC is working hard to ensure that issuers are provided with clear and uniform requirements… encouraging them to tap the capital market for growth.”
While exempt transactions no longer require filing or payment, issuers may still opt to seek formal confirmation from the SEC. In such cases, a fee amounting to 0.1% of the maximum aggregate price or issued value of the securities will apply, and a corresponding application must be filed.
The SRC provides a defined list of securities and transactions that are exempt from the standard registration process, and the new circular clarifies how these exemptions can be confirmed, if necessary.
The SEC said the issuance aims to enhance regulatory clarity, promote capital formation, and encourage more efficient access to the securities market.
