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Request for Opinion on Legal Matters

1. How to file a request for legal opinion?

You may either submit a hard copy of your letter request and the supporting documents at our SEC Makati Office or send us a copy via electronic mail at ogc_legal@sec.gov.ph.

Your request is then evaluated if the request can be the subject of a legal opinion pursuant to SEC Memorandum Circular No. 15, series of 2003.

If yes, a letter reply is issued either advising the payment of the opinion fee which must be paid within five (5) working days from the receipt of the letter. Once paid, the opinion shall be released in not more than one (1) year from the date of receipt of the request.

Otherwise, a letter reply will be issued informing the requesting party that the Commission cannot render a legal opinion because the request is not compliant with SEC Memorandum Circular No. 15, series of 2003.

2. What should be indicated in the letter request?

The letter request for opinion shall include a clear and specific statement of the legal query/question and the complete factual circumstances from which the Commission may draw premises and conclusions. The requesting party shall also submit all pertinent papers and documents necessary to the resolution of the query, such as but not limited to the Articles of Incorporation, By-Laws, General Information Sheets, and copies of applicable laws and administrative rules.

Please indicate in the letter request your accurate business address, telephone & facsimile numbers and e-mail address.

3. How much is the fee for a request for legal opinion?

The fee for a request for legal opinion is Php 10,000.00.

Kindly wait for a letter advising the payment of the opinion fee to be issued before paying said amount.

4. Where can I pay the required fee for my request for legal opinion?

Please be advised that in line with the Commission’s adoption of digital payments for disbursements and collections, pursuant to Executive Order No. 170, s.2022, the Cashier’s Office at the SEC Headquarters, Makati City will be officially closed starting February 1, 2023.

All payment will be accepted through the SEC online Payment Portal (eSPAYSEC) https://espaysec.sec.gov.ph/payment-portal/home or at any Land Bank of the Philippines branch nationwide.

5. How long does it take for an opinion to be issued?

Legal opinions shall be released in not more than one (1) year from the date of receipt of the request, generally on a “first-in, first-out” policy, depending on the number, difficulty and novelty of the question posed therein.

6. What topics can we request for a legal opinion on?

Request for legal opinion must pertain to specific questions of law. The query must relate to the interpretation and application of laws and rules being enforced and implemented by the Commission and must not fall under the circumstances under SEC Memorandum Circular No. 15-03 where the Commission refrains from rendering opinions on.

7. What are the topics or circumstances where the Commission will refrain from rendering an opinion on?
  According to SEC Memorandum Circular No. 15-03, the Commission refrains from rendering opinions on the following:
  a. Issues which had been decided by the courts or have been elevated to the court and are pending therein;
  b. Matters which involve the substantive and contractual rights of private parties who would, in all probability, contest the same in court if the opinion turns out to be adverse to their interest;
  c. Matters which would necessarily require a review and interpretation of contracts or an opinion on the validity of contracts since interpretation of contract is justiciable in nature and contract review calls for legal examination of contract on a general basis and not on specific legal issues;
  d. Questions which are too general in scope or hypothetical, abstract, speculative and anticipatory in character and those pertaining to undisclosed entities;
  e. Queries which will involve a review of presidential issuances or official acts of the President considering that those issuances and acts are presumed to be valid and binding upon all offices in the executive branch including this Commission;
  f. Queries which will involve an interpretation of administrative rules and issuances of other government agencies considering that it is the promulgating agencies which are competent to undertake such construction by reason of their knowledge of the specific intent and extent of application of the subject issuances;
  g. The action being requested would require an examination and review of the acts and rulings of another government agency since the Commission does not review acts and rulings of other government agencies;
  h. The resolution of the queries would necessitate the determination of factual issues;
  i. Matters which clearly involve the exercise of business discretion or judgment which properly falls within the competence of the management of the entities concerned, or those which call for financial and technical expertise of economic managers; and
  j. The request will entail gathering of legal materials or writing abstract essay for the requesting party since the Commission should not function or resemble as legal counsel of private firms.