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16 October 2025

SEC Amends Rules On Shelf-Registration

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SyCip Salazar Hernandez & Gatmaitan

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SyCip Salazar Hernandez & Gatmaitan was founded in 1945 and is a leading full-service law firm in the Philippines. Its principal office is in Makati City, with branch offices in Cebu City, Davao City and the Subic Bay Freeport Zone. The firm offers a broad and integrated range of legal services, with departments in the following fields: banking, finance and securities; special projects; corporate services; litigation and dispute resolution; employment law and immigration; intellectual property; and tax.
On 19 September 2025, the SEC issued Memorandum Circular No. 12, or the Amendments to Rule 8.1.2 of the 2015 Implementing Rules and Regulations of the Securities Regulation Code – Delayed and Continuous Offering and Sale of Securities (Enhanced Shelf Registration).
Philippines Corporate/Commercial Law
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On 19 September 2025, the Securities and Exchange Commission (the "SEC") issued Memorandum Circular No. 12, or the Amendments to Rule 8.1.2 of the 2015 Implementing Rules and Regulations of the Securities Regulation Code – Delayed and Continuous Offering and Sale of Securities (Enhanced Shelf Registration) ("Enhanced Shelf-Registration Rules").

As a result of the SEC's recognition of the need to enhance the shelf registration framework to provide greater flexibility and efficiency in the offering of securities through continuous or delayed tranches, while ensuring adequate disclosures, investor protection and regulatory oversight, the SEC promulgated the Enhanced Shelf-Registration Rules, amending Rule 8.1.2 of the Implementing Rules and Regulations ("SRC IRR") of the Securities Regulation Code ("SRC").

The Enhanced Shelf-Registration Rules took effect on September 21, 2025, upon its complete publication in Manila Bulletin and Philippine Daily Inquirer.

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