The Securities and Exchange Commission (SEC) has issued updated guidance for entities acting as registrars to qualified institutional and individual buyers.
Memorandum Circular No. 5, Series of 2026, introducing amendments to Rule 39.1.4 of the Implementing Rules and Regulations of Republic Act No. 8799, or the Securities Regulation Code of 2015.
Under the amended rules, entities will have to meet new requirements to act as registrars of qualified purchasers (QBs), including assigning permanent identification numbers and permission to rely on certificates issued by other registrars.
The changes also introduce an inter-registrar registry, which will be accessible to all registrars for QB verification.
“The revised guidelines ensure standardized and uniform implementation of the Commission's rules, making compliance more efficient and accessible for registrants and qualified purchasers,” said SEC Chairman Francisco Ade. Lim said in a statement on Monday.
“This is in line with our goal of promoting investor protection while ensuring effective regulatory oversight,” he said.
Entities with appropriate SEC secondary licenses – such as banks (acting as broker-dealers or qualified dealers of government securities), brokers, dealers, investment houses, investment advisers, issuing companies with their own offerings, and SEC-registered crowdfunding portals – may apply to become QB registrants.
Applications must be submitted electronically and include a letter of intent, SEC Form 39-Registrar, and a board resolution certified by the corporate secretary and certified by the president.
Applicants are also required to submit internal processes for SEC approval, including organizational charts, QB evaluation criteria, compliance verification controls, and renewal processes.
Authorized registrars must assign a permanent QB identification number to each buyer. This number will remain unchanged during renewal and will not be reissued even after cancellation, suspension or revocation.
Registrars may issue three-year registration certificates if qualifications are maintained and must submit annual verifications confirming the continued eligibility of their clients.
For transactions involving QBs registered with other registrars, registrars can rely on existing certificates and request additional documents with the support of the new inter-registrar registry for verification if necessary.
“Registrants relying on registrations submitted by QB will be under no obligation to do so, provided they comply with the requirements as they are deemed to be acting in good faith,” the SEC said.
The registrar authorization remains valid indefinitely unless revoked by the SEC or until the Commission approves a request to cease registrar functions.
“To discontinue registrar operations, a registrar must notify the SEC at least 30 days prior to the intended termination date, and submit the required documentation, including a letter of intent, a board resolution approving the termination, and attestation confirming the continued compliance of all QBs in its registry prior to termination, as well as a list of verified purchasers,” the Commission noted.
The SEC said it would evaluate completed submissions within 10 calendar days. If approved, the registrar must notify clients and counterparties at least 15 days before the effective termination date. — Alexandria Grace C. Magno