Republic of the Philippines
Securities and Exchange Commission




Congress of the Philippines
Metro Manila

Eleventh Congress

Third Special Session
Begun and held in Metro Manila, on Monday, the seventeenth day of July, two thousand


Be it enacted by the Senate and House of Representatives of the Philippines in Congress assembled:



CHAPTER I - Title and Definitions

Sec. 2. Declaration of State Policy. 

Sec. 3. Definition of Terms.


CHAPTER II - Securities and Exchange Commission

            Sec. 4. Administrative Agency.
Sec. 5. Powers and Functions of the Commission.
Sec. 6. Indemnification and Responsibilities of Commissioners.
Sec. 7. Reorganization.

CHAPTER III - Registration of Securities
Sec. 8. Requirement of Registration of Securities.
Sec. 9. Exempt Securities
Sec. 10. Exempt Transactions.
Sec. 11. Commodity Futures Contracts.
Sec. 12. Procedure for Registration of Securities.
Sec. 13. Rejection and Revocation of Registration of Securities.
Sec. 14. Amendments to the Registration Statement.
Sec. 15. Suspension of Registration.

CHAPTER IV - Regulation of Pre-Need Plans
Sec. 16. Pre-Need Plans.

CHAPTER V - Reportorial Requirements
Sec. 17. Periodic and Other Reports of Issuers. 
Sec. 18. Reports by Five per centum (5%) Holders of Equity Securities.

CHAPTER VI - Protection of Shareholder Interests

Sec. 19. Tender Offers.
Sec. 20. Proxy Solicitations.
Sec. 21. Fees for Tender Offers and Certain Proxy Solicitations.
Sec. 22. Internal Record Keeping and Accounting Controls
Sec. 23. Transactions of Directors, Officers and Principal Stockholders.

CHAPTER VII - Prohibitions on Fraud, Manipulation and Insider Trading
24. Manipulation of Security Prices; Devices and Practices. 
Sec. 25. Regulation of Option Trading.
Sec. 26. Fraudulent Transactions.
Sec. 27. Insider’s Duty to Disclose When Trading.

CHAPTER VIII - Regulation of Securities Market Professional

Sec. 28. Registration of Brokers, Dealers, Salesmen and Associated Persons.

Sec. 29. Revocation, Refusal or Suspension of Registration of Brokers, Dealers, Salesmen and  Associated  Persons.

Sec. 31. Development of Securities Market Professionals

CHAPTER IX - Exchanges and Other Securities Trading Markets

Sec. 32. Prohibition on Use of Unregistered Exchange; Regulation of Over-the-Counter Markets.

Sec. 33. Registration of Exchanges. 

Sec. 34. Segregation and Limitation of Functions of Members, Brokers and Dealers

Sec. 35. Additional Fees of Exchanges.
Sec. 36. Powers with Respect to Exchanges and Other Trading Market.
Sec. 37. Registration of Innovative and Other Trading Markets. 
Sec. 38. Independent Directors. 

CHAPTER X - Registration, Responsibilities and Oversight of Self-Regulatory Organizations 

Sec. 39. Associations of Securities Brokers, and Dealers, and Other Securities Related Organizations.

Sec. 40. Powers with Respect to Self-Regulatory Organizations.

CHAPTER XI - Acquisition and Transfer of Securities and Settlement of Transactions in Securities

Sec. 41. Prohibition on Use of Unregistered Clearing Agency. 
Sec. 45. Pledging a Security or Interest Therein.
Sec. 42. Registration of Clearing Agencies. 
Sec. 43. Uncertificated Securities. 
Sec. 44. Evidentiary Value of Clearing Agency Record. 
Sec. 46. Issuer's Responsibility for Wrongful Transfer to Registered Clearing Agency

Sec. 47.Power of the Commission With Respect to Securities Ownership.

CHAPTER XII - Margin and Credit

Sec. 48. Margin Requirements.

Sec. 49. Restrictions on Borrowings by Members, Brokers, and Dealers.

Sec. 50. Enforcement of Margin Requirements and Restrictions on Borrowing

CHAPTER XIII - General Provisions

Sec. 51. Liabilities of Controlling Persons, Aider and Abettor and Other Secondary Liability. 

Sec. 52. Accounts and Records, Reports, Examination of Exchanges, Members, and Others.

Sec. 53. Investigations, Injunctions and Prosecution of Offenses. 
Sec. 54. Administrative Sanctions. 
Sec. 55. Settlement Offers. 
Sec. 56. Civil Liabilities on Account of False Registration Statement. 

Sec. 57. Civil Liabilities Arising in Connection With Prospectus, Communications and Reports. 

Sec. 58. Civil Liability For Fraud in Connection With Securities Transactions. 

Sec. 59 Civil Liability For Manipulation of Security Price.

Sec. 60. Civil Liability With Respect to Commodity Futures Contracts and Pre-need Plans.

Sec. 61. Civil Liability on Account of Insider Trading.
Sec. 62. Limitation of Actions.
Sec. 63. Amount of Damages to be Awarded.
Sec. 64. Cease and Desist Order.
Sec. 65. Substituted Service Upon the Commission.
Sec. 66. Revelation of Information Filed with the Commission.

Sec. 67. Effect of Action of Commission and Unlawful Representations with Respect Thereto.

Sec. 68. Special Accounting Rules.
Sec. 69. Effect on Existing Law.
Sec. 70. Judicial Review of Commission Order.
Sec. 71. Validity of Contracts.
Sec. 72. Rules and Regulations; Effectivity.
Sec. 73. Penalties.
Sec. 74. Transitory Provisions.
Sec. 75. Partial use of Income.
Sec. 76. Repealing Clause.
Sec. 77. Separability Clause
Sec. 78. Effectivity.




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