The Securities and Exchange Commission (SEC) has released new rules on sukuk issuances in the Philippines to support the continued development of the country’s Islamic capital market and further expand the range of Shari’ah-compliant investment opportunities.

On Feb. 25, the SEC issued Memorandum Circular (MC) No. 12, series of 2026, providing the guidelines on the issuance and disclosure of sukuk.

Sukuk refers to certificates of equal value representing undivided investment interests in, or rights to, underlying assets, usufructs, services, or projects undertaken in accordance with Shari’ah principles.

The guidelines establish the regulatory framework for sukuk issuances, outlining rules on registration, permissible structures, and reporting and disclosure requirements for issuers, among others, to ensure transparency, reinforce investor protection, and uphold Shari’ah compliance.

“The SEC recognizes sukuk as a strategic instrument for capital raising and investment activities, both locally and internationally,” SEC Chairperson Francis Lim said.

He added that, “Through these guidelines, the SEC aims to further strengthen the domestic Islamic capital market and encourage broader investor participation. This initiative supports our commitment to the national government’s goal of advancing financial inclusion and driving economic growth.”

Under the new guidelines, Sukuk issuances may be made using Shari’ah-compliant structures, including hybrid structures, as well as other sukuk structures that may be approved by the commission in accordance with Shari’ah principles.

For guidance and oversight, issuers shall either establish their own Shari’ah committee or appoint a Shari’ah adviser, which will operate independently of the board of directors, to certify that all aspects of the sukuk transaction are Shari’ah-compliant.

Sukuk intended for public offering should be registered with the commission. However, listing, trading, and settlement remain subject to compliance with all applicable rules and regulations of the relevant exchange or organized market and shall not be deemed automatic or guaranteed solely by virtue of such registration.

Special purpose entities (SPEs) may be created specifically for sukuk issuances, provided that they are incorporated and registered as separate entities with the SEC and compliant with the commission’s regulations. They must also abide by international standards for sukuk issuance and the applicable provisions of Republic Act (RA) No. 11232, or the Revised Corporation Code (RCC). Other eligible sukuk issuers include publicly listed companies and non-listed stock corporations.

Meanwhile, the national government (NG); any political subdivision or agency thereof; any person controlled or supervised by, and acting as an instrumentality of, the government; banks supervised by the Bangko Sentral ng Pilipinas (BSP); and SPEs formed by such entities are likewise eligible issuers of sukuk but are not required to register under MC 12, consistent with the exemptions under the Securities Regulation Code (SRC) and its implementing rules and regulations (IRR).

Aside from a registration statement, sukuk issuers must disclose and submit the purpose of the sukuk issuance, a detailed description of the sukuk structure and transaction flow, and the roles, responsibilities, and obligations of the SPE and the sukuk obligor/originator, among others, subject to the review and approval of the commission.

All sukuk issuances must be supported by a trust deed executed among the issuer, the SPE, and the trustee. Publicly offered sukuk are likewise required to obtain a credit rating either from an SEC-accredited or an international credit rating agency to assess the creditworthiness and risk profile of the sukuk.