The Securities and Exchange Commission (SEC) has issued new guidelines to standardize how registrars of securities handle qualified institutional and individual buyers, a move aimed at boosting investor protection and improving regulatory oversight.
Under Memorandum Circular No. 5, Series of 2026, the SEC set clearer rules on how entities can act as registrars, assign identification numbers to qualified buyers, and rely on verified buyer information to speed up the registration process. The amendments are meant to make procedures more consistent and reduce delays while maintaining safeguards for investors.
A key feature of the new rules is the planned launch of an Inter-Registrar Registry, which will be accessible to all authorized registrars. This shared system is expected to improve transparency, prevent duplication, and help ensure that qualified buyers continue to meet regulatory standards.
SEC chairman Francis E. Lim said the updated guidelines promote uniform compliance and make it easier for registrars and investors to follow the rules, while still allowing the SEC to effectively monitor market activities.
Banks, brokers, dealers, investment houses, investment advisers, issuer companies offering their own securities, and SEC-registered crowdfunding portals may qualify as registrars, provided they hold the appropriate licenses and secure SEC approval. Entities seeking authorization must submit their applications electronically, along with internal procedures that explain how they assess, monitor, and renew qualified buyers.
Overall, the SEC said the amendments are designed to protect investors by ensuring that only properly vetted buyers participate in certain securities transactions, while making the system clearer and more efficient for market participants.
