The Securities and Exchange Commission (SEC) has extended the validity of shelf registration offerings from three to five years and simplified the requirements for subsequent tranches, under SEC Memorandum Circular No. 12, Series of 2025.
The amendments apply to the delayed and continuous offering and sale of securities and are aimed at providing issuers with greater flexibility in accessing capital markets. The new validity period starts from the effectivity date of the original registration statement.
“Timing is a crucial component that could determine how a public offering will perform,” said SEC chairman Francis E. Lim. “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.”
The SEC also streamlined documentary requirements for each subsequent offering, now limited to key updated forms and sworn certifications if there are no material changes. Applications for offerings within a year of the previous tranche must be filed at least seven days before the offering, provided no new financial statements are required. For tranches beyond a year, the filing deadline is 30 days before the offer date.
The circular also clarified that registration fees will be paid per tranche and based on the issued value. All approved and valid shelf registrations will now follow the new five-year rule, with validity counted from the effectivity of the original statement.
