The Securities and Exchange Commission (SEC) has issued new guidelines clarifying which securities offerings are exempt from registration, aiming to streamline the process for companies raising capital.

In a statement, the SEC said it wants to provide clearer guidance to potential capital market players by clarifying which transactions are exempt from registration under the Securities Regulation Code (SRC).

On Sept. 9, the Commission released Memorandum Circular (MC) No. 11, Series of 2025, which provides further guidelines on exempt transactions under Section 10 of the SRC.

Section 10.1 of the SRC lists specific securities that are exempt from the general registration requirement for securities sold or distributed in the country. Section 10.2 gives the SEC the power to exempt other transactions, subject to a fee.

The new memorandum outlines how companies can secure or confirm these exemptions.

“The clarification on the rules on exempt transactions demonstrates the commitment of the SEC to remove bottlenecks that may cause confusion and contribute to delays in the public offering of securities,” said SEC Chairman Francis Lim.

He added, “The SEC is working hard to ensure that issuers are provided with clear and uniform requirements for transactions with the SEC, enabling them to easily comply with the law and encouraging them to tap the capital market for growth.”

MC 11 introduces a new provision under Rule 10.1.2 of the 2015 SRC Implementing Rules and Regulations, which states that no notice or fee is required for transactions exempt under SRC Section 10.1.

However, if an issuer still wants to confirm that its transaction is exempt, it can file an Application for Confirmation of Exempt Transaction and pay a fee equivalent to one-tenth of one percent of the maximum aggregate price or issued value.

Similarly, anyone applying for an exemption under Section 10.2 of the SRC must file an Application for Confirmation of Exempt Transaction with the Commission. The application requires a fee equal to one-tenth of one percent of the maximum aggregate price or issued value, as per Section 10.3 of the Code.

MC 11 effectively repeals MC No. 9, Series of 2008, along with any other conflicting SEC or SRO (Self-Regulatory Organization) rules.

Transactions that were claimed under Section 10.1 of the SRC before the new circular's effectivity, and for which no notice or confirmation was filed, will also benefit from the new guidelines.