Securities Regulation Code

REPUBLIC ACT NO.
8799
SECURITIES REGULATION CODE
CHAPTER I
Title and Definitions
SECTION 1. Title. – This shall be known as “The Securities

Regulation Code”.
SEC. 2. Declaration of State Policy. – The State shall establish a

socially conscious, free market that regulates itself, encourage
the widest participation of ownership in enterprises, enhance the
democratization of wealth, promote the development of the
capital market, protect investors, ensure full and fair disclosure
about securities, minimize if not totally eliminate insider trading
and other fraudulent or manipulative devices and practices which
create distortions in the free market.
To achieve these ends, this Securities Regulation Code is hereby

enacted.
SEC. 3. Definition of Terms. –
3.1. “Securities” are shares, participation or interests in a

corporation or in a commercial enterprise or profit-making
venture and evidenced by a certificate, contract, instrument,
whether written or electronic in character. It includes:
(a) Shares of stock, bonds, debentures, notes, evidences of
indebtedness, asset-backed securities;
(b) Investment contracts, certificates of interest or
participation in a profit sharing agreement, certificates of deposit
for a future subscription;
(c) Fractional undivided interests in oil, gas or other mineral
rights;
(d) Derivatives like option and warrants;
(e) Certificates of assignments, certificates of participation,
trust certificates, voting trust certificates or similar instruments;
(f) Proprietary or non proprietary membership certificates
incorporations; and
(g) Other instruments as may in the future be determined by
the Commission.
3.2 “Issuer” is the originator, maker, obligor, or creator of
the security.
3.3 “Broker” is a person engaged in the business of buying and
selling securities for the account of others.
chan robles virtual law library
3.4 “Dealer” means any person who buys and sells securities for
his/her own account in the ordinary course of business.
3.5. “Associated person of a broker or dealer” is an employee

thereof who, directly exercises control of supervisory authority,
but does not include a salesman, or an agent or a person whose
functions are solely clerical or ministerial.
3.6. “Clearing Agency” is any person who acts as intermediary in

making deliveries upon payment to effect settlement in securities
transactions.
3.7. “Exchange” is an organized marketplace or facility that

brings together buyers and sellers and executes trades of
securities and/or commodities.
3.8. “Insider” means: (a) the issuer; (b) a director or officer (or
person performing similar functions) of, or a person controlling
the issuer; (c) a person whose relationship or former relationship
to the issuer gives or gave him access to material information
about the issuer or the security that is not generally available to
the public; (d) a government employee, or director, or officer of an
exchange, clearing agency and/or self-regulatory organization
who has access to material information about an issuer or a
security that is not generally available to the public; or (e) a
person who learns such information by a communication from
any of the foregoing insiders.
3.9. “Pre-Need Plans” are contracts which provide for the

performance of future services or the payment of future monetary
considerations at the time of actual need, for which planholders
pay in cash or installment at stated prices, with or without
interest or insurance coverage and includes life, pension,
education, interment, and other plans which the Commission
may from time to time approve.
3.10. “Promoter” is a person who, acting alone or with others,

takes initiative in founding and organizing the business or
enterprise of the issuer and receives consideration therefor.
3.11. “Prospectus” is the document made by or on behalf of an
issuer, underwriter or dealer to sell or offer securities for sale to
the public through a registration statement filed with the
Commission.
3.12. “Registration statement” is the application for the

registration of securities required to be filed with the
Commission.
3.13. “Salesman” is a natural person, employed as such or as an

agent, by a dealer, issuer or broker to buy and sell securities.
3.14. “Uncertificated security” is a security evidenced by

electronic or similar records.
3.15. “Underwriter” is a person who guarantees on a firm

commitment and/or declared best effort basis the distribution
and sale of securities of any kind by another company.
CHAPTER II
Securities and Exchange Commission
SEC. 4. Administrative Agency. -
4.1. This Code shall be administered by the Securities and

Exchange Commission (hereafter the “Commission”) as a collegial
body, composed of a Chairperson and four (4) Commissioners,
appointed by the President for a term of seven (7) years each and
who shall serve as such until their successor shall have been
appointed and qualified. A Commissioner appointed to fill a
vacancy occurring prior to the expiration of the term for which
his/her predecessor was appointed, shall serve only for the
unexpired portion of such term. The incumbent Chairperson and
Commissioners at the effectivity of this Code, shall serve the
unexpired portion of their terms under Presidential Decree No.
902-A. Unless the context indicates otherwise, the
term “Commissioner” includes the Chairperson. chan robles virtual law library
4.2. The Commissioners must be natural-born citizens of the

Philippines, at least forty (40) years of age for the Chairperson
and at least thirty-five (35) years of age for the Commissioners, of
good moral character, of unquestionable integrity, of known
probity and patriotism, and with recognized competence in social
and economic disciplines: Provided, That the majority of
Commissioners, including the Chairperson, shall be members of
the Philippine Bar.
4.3. The Chairperson is the chief executive officer of the

Commission. The Chairperson shall execute and administer the
policies, decisions, orders and resolutions approved by the
Commission and shall have the general executive direction and
supervision of the work and operation of the Commission and of
its members, bodies, boards, offices, personnel and all its
administrative business.
4.4. The salary of the Chairperson and the Commissioners shall

be fixed by the President of the Philippines based on an objective
classification system, at a sum comparable to the members of the
Monetary Board and commensurate to the importance and
responsibilities attached to the position.
4.5. The Commission shall hold meetings at least once a week for
the conduct of business or as often as may be necessary upon call
of the Chairperson or upon the request of three (3)
Commissioners. The notice of the meeting shall be given to all
Commissioners and the presence of three (3) Commissioners shall
constitute a quorum. In the absence of the Chairperson, the most
senior Commissioner shall act as presiding officer of the meeting.
4.6. The Commission may, for purposes of efficiency, delegate

any of its functions to any department or office of the
Commission, an individual Commissioner or staff member of the
Commission except its review or appellate authority and its
power to adopt, alter and supplement any rule or regulation.
The Commission may review upon its own initiative or upon the
petition of any interested party any action of any department or
office, individual Commissioner, or staff member of the
Commission.
SEC. 5. Powers and Functions of the Commission.- 5.1. The

Commission shall act with transparency and shall have the
powers and functions provided by this Code, Presidential Decree
No. 902-A, the Corporation Code, the Investment Houses Law,
the Financing Company Act and other existing laws. Pursuant
thereto the Commission shall have, among others, the following
powers and functions:chanroblesvirtualaw library
(a) Have jurisdiction and supervision over all corporations,
partnerships or associations who are the grantees of primary
franchises and/or a license or permit issued by the Government; chan robles virtual
law library
(b) Formulate policies and recommendations on issues concerning

the securities market, advise Congress and other government
agencies on all aspects of the securities market and propose
legislation and amendments thereto;
(c) Approve, reject, suspend, revoke or require amendments to

registration statements, and registration and licensing
applications;
(d) Regulate, investigate or supervise the activities of persons to

ensure compliance;
(e) Supervise, monitor, suspend or take over the activities of

exchanges, clearing agencies and other SROs;
(f) Impose sanctions for the violation of laws and the rules,
regulations and orders issued pursuant thereto;
(g) Prepare, approve, amend or repeal rules, regulations and

orders, and issue opinions and provide guidance on and supervise
compliance with such rules, regulations and orders;
(h) Enlist the aid and support of and/or deputize any and all
enforcement agencies of the Government, civil or military as well
as any private institution, corporation, firm, association or
person in the implementation of its powers and functions under
this Code;
(i) Issue cease and desist orders to prevent fraud or injury to the
investing public;
(j) Punish for contempt of the Commission, both direct and

indirect, in accordance with the pertinent provisions of and
penalties prescribed by the Rules of Court;
(k) Compel the officers of any registered corporation or

association to call meetings of stockholders or members thereof
under its supervision;
(l) Issue subpoena duces tecum and summon witnesses to appear

in any proceedings of the Commission and in appropriate cases,
order the examination, search and seizure of all documents,
papers, files and records, tax returns, and books of accounts of
any entity or person under investigation as may be necessary for
the proper disposition of the cases before it, subject to the
provisions of existing laws;
(m) Suspend, or revoke, after proper notice and hearing the

franchise or certificate of registration of corporations,
partnerships or associations, upon any of the grounds provided by
law; and
(n) Exercise such other powers as may be provided by law as well

as those which may be implied from, or which are necessary or
incidental to the carrying out of, the express powers granted the
Commission to achieve the objectives and purposes of these laws.
5.2. The Commission’s jurisdiction over all cases
enumerated under Section 5 of Presidential Decree No. 902-A is
hereby transferred to the Courts of general jurisdiction or the
appropriate Regional Trial Court: Provided, that the Supreme
Court in the exercise of its authority may designate the Regional
Trial Court branches that shall exercise jurisdiction over these
cases. The Commission shall retain jurisdiction over pending
cases involving intra-corporate disputes submitted for final
resolution which should be resolved within one (1) year from the
enactment of this Code. The Commission shall retain jurisdiction
over pending suspension of payments/rehabilitation cases filed as
of 30 June 2000 until finally disposed.chan robles virtual law library
SEC. 6. Indemnification and Responsibilities of Commissioners.-

6.1. The Commission shall indemnify each Commissioner and
other officials of the Commission, including personnel performing
supervision and examination functions for all costs and expenses
reasonably incurred by such persons in connection with any civil
or criminal actions, suits or proceedings to which they may be or
made a party by reason of the performance of their functions or
duties, unless they are finally adjudged in such actions or
proceedings to be liable for gross negligence or misconduct.
In the event of settlement or compromise, indemnification shall

be provided only in connection with such matters covered by the
settlement as to which the Commission is advised by external
counsel that the persons to be indemnified did not commit any
gross negligence or misconduct.
The costs and expenses incurred in defending the aforementioned

action, suit or proceeding may be paid by the Commission in
advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of the
Commissioner, officer or employee to repay the amount advanced
should it ultimately be determined by the Commission that
he/she is not entitled to be indemnified as provided in this
subsection.
6.2. The Commissioners, officers and employees of the

Commission who willfully violate this Code or who are guilty of
negligence, abuse or acts of malfeasance or fail to exercise
extraordinary diligence in the performance of their duties shall be
held liable for any loss or injury suffered by the Commission or
other institutions as a result of such violation, negligence,
abuse, malfeasance, or failure to exercise extraordinary
diligence. Similar responsibility shall apply to the
Commissioners, officers and employees of the Commission for (1)
the disclosure of any information, discussion or resolution of the
Commission of a confidential nature, or about the confidential
operations of the Commission, unless the disclosure is in
connection with the performance of official functions with the
Commission or with prior authorization of the Commissioners; or
(2) the use of such information for personal gain or to the
detriment of the government, the Commission or third
parties: Provided,however, That any data or information required
to be submitted to the President and/or Congress or its
appropriate committee, or to be published under the provisions of
this Code shall not be considered confidential.
SEC. 7. Reorganization.- 7.1. To achieve the goals of this Code,

consistent with Civil Service laws, the Commission is hereby
authorized to provide for its reorganization, to streamline its
structure and operations, upgrade its human resource component
and enable it to more efficiently and effectively perform its
functions and exercise its powers under this Code.
7.2. All positions of the Commission shall be governed by a

compensation and position classification systems and
qualification standards approved by the Commission based on a
comprehensive job analysis and audit of actual duties and
responsibilities. The compensation plan shall be comparable with
the prevailing compensation plan in the Bangko Sentral ng
Pilipinas and other government financial institutions and shall be
subject to periodic review by the Commission no more than once
every two (2) years without prejudice to yearly merit reviews or
increases based on productivity and efficiency. The Commission
shall, therefore, be exempt from laws, rules, and regulations on
compensation, position classification and qualification standards.
The Commission shall, however, endeavor to make its system
conform as closely as possible with the principles under the
Compensation and Position Classification Act of 1989 (Republic
Act No. 6758, as amended).
CHAPTER III
Registration of Securities
SEC. 8. Requirement of Registration of Securities. – 8.1.

Securities shall not be sold or offered for sale or distribution
within the Philippines, without a registration statement duly filed
with and approved by the Commission. Prior to such sale,
information on the securities, in such form and with such
substance as the Commission may prescribe, shall be made
available to each prospective purchaser.
8.2. The Commission may conditionally approve the registration

statement under such terms as it may deem necessary.
8.3. The Commission may specify the terms and conditions under
which any written communication, including any summary
prospectus, shall be deemed not to constitute an offer for sale
under this Section.
8.4. A record of the registration of securities shall be kept in a

Register of Securities in which shall be recorded orders entered
by the Commission with respect to such securities. Such register
and all documents or information with respect to the securities
registered therein shall be open to public inspection at reasonable
hours on business days. chan robles virtual law library
8.5. The Commission may audit the financial statements, assets

and other information of a firm applying for registration of its
securities whenever it deems the same necessary to insure full
disclosure or to protect the interest of the investors and the
public in general.
SEC. 9. Exempt Securities. -

9.1. The requirement of registration under Subsection 8.1
shall not as a general rule apply to any of the following classes of
securities:
(a) Any security issued or guaranteed by the Government of

the Philippines, or by any political subdivision or agency thereof,
or by any person controlled or supervised by, and acting as an
instrumentality of said Government.
(b) Any security issued or guaranteed by the government of any

country with which the Philippines maintains diplomatic
relations, or by any state, province or political subdivision
thereof on the basis of reciprocity: Provided, That the
Commission may require compliance with the form and content
of disclosures the Commission may prescribe.
(c) Certificates issued by a receiver or by a trustee in bankruptcy

duly approved by the proper adjudicatory body.
(d) Any security or its derivatives the sale or transfer of which, by

law, is under the supervision and regulation of the Office of the
Insurance Commission, Housing and Land Use Regulatory Board,
or the Bureau of Internal Revenue.
(e) Any security issued by a bank except its own shares of stock.
9.2. The Commission may, by rule or regulation after public
hearing, add to the foregoing any class of securities if it finds
that the enforcement of this Code with respect to such securities
is not necessary in the public interest and for the protection of
investors.
SEC. 10. Exempt Transactions. - 10.1. The requirement of

registration under Subsection 8.1. shall not apply to the sale of
any security in any of the following transactions: chanroblesvirtua law library
(a) At any judicial sale, or sale by an executor, administrator,

guardian or receiver or trustee in insolvency or bankruptcy.
(b) By or for the account of a pledge holder, or mortgagee or any

other similar lien holder selling or offering for sale or delivery in
the ordinary course of business and not for the purpose of
avoiding the provisions of this Code, to liquidate a bona
fide debt, a security pledged in good faith as security for such
debt.
(c) An isolated transaction in which any security is sold, offered

for sale, subscription or delivery by the owner thereof, or by his
representative for the owner’s account, such sale or offer for sale,
subscription or delivery not being made in the course of repeated
and successive transactions of a like character by such owner, or
on his account by such representative and such owner or
representative not being the underwriter of such security.
(d) The distribution by a corporation, actively engaged in the

business authorized by its articles of incorporation, of securities
to its stockholders or other security holders as a stock dividend
or other distribution out of surplus.
(e) The sale of capital stock of a corporation to its own

stockholders exclusively, where no commission or other
remuneration is paid or given directly or indirectly in connection
with the sale of such capital stock.
(f) The issuance of bonds or notes secured by mortgage upon real

estate or tangible personal property, where the entire mortgage
together with all the bonds or notes secured thereby are sold to a
single purchaser at a single sale.
(g) The issue and delivery of any security in exchange for any
other security of the same issuer pursuant to a right of
conversion entitling the holder of the security surrendered in
exchange to make such conversion: Provided, That the security
so surrendered has been registered under this Code or was, when
sold, exempt from the provisions of this Code, and that the
security issued and delivered in exchange, if sold at the
conversion price, would at the time of such conversion fall within
the class of securities entitled to registration under this
Code. Upon such conversion the par value of the security
surrendered in such exchange shall be deemed the price at which
the securities issued and delivered in such exchange are sold.
(h) Broker’s transactions, executed upon customer’s orders, on

any registered Exchange or other trading market.
(i) Subscriptions for shares of the capital stock of a corporation

prior to the incorporation thereof or in pursuance of an increase
in its authorized capital stock under the Corporation Code, when
no expense is incurred, or no commission, compensation or
remuneration is paid or given in connection with the sale or
disposition of such securities, and only when the purpose for
soliciting, giving or taking of such subscriptions is to comply with
the requirements of such law as to the percentage of the capital
stock of a corporation which should be subscribed before it can be
registered and duly incorporated, or its authorized capital
increased.
(j) The exchange of securities by the issuer with its existing

security holders exclusively, where no commission or other
remuneration is paid or given directly or indirectly for soliciting
such exchange.
(k) The sale of securities by an issuer to fewer than twenty (20)

persons in the Philippines during any twelve-month period.
(l) The sale of securities to any number of the following qualified

buyers:chanroblesvirtualawlibrary
(i) Bank; chan robles virtual law library
(ii) Registered investment house;

(iii) Insurance company;
(iv) Pension fund or retirement plan maintained by the

Government of the Philippines or any political subdivision thereof
or managed by a bank or other persons authorized by the Bangko
Sentral to engage in trust functions;
(v) Investment company; or
(vi) Such other person as the Commission may by rule determine

as qualified buyers, on the basis of such factors as financial
sophistication, net worth, knowledge, and experience in financial
and business matters, or amount of assets under management.
10.2. The Commission may exempt other transactions, if it finds

that the requirements of registration under this Code is not
necessary in the public interest or for the protection of the
investors such as by reason of the small amount involved or the
limited character of the public offering.
10.3. Any person applying for an exemption under this Section,

shall file with the Commission a notice identifying the exemption
relied upon on such form and at such time as the Commission by
rule may prescribe and with such notice shall pay to the
Commission a fee equivalent to one-tenth (1/10) of one percent
(1%) of the maximum aggregate price or issued value of the
securities.
SEC. 11. Commodity Futures Contracts.- No person shall offer,

sell or enter into commodity futures contracts except in
accordance with rules, regulations and orders the Commission
may prescribe in the public interest. The Commission shall
promulgate rules and regulations involving commodity futures
contracts to protect investors to ensure the development of a fair
and transparent commodities market.
SEC. 12. Procedure for Registration of Securities. -

12.1. All securities required to be registered under Subsection 8.1
shall be registered through the filing by the issuer in the main
office of the Commission, of a sworn registration statement with
respect to such securities, in such form and containing such
information and documents as the Commission shall prescribe.
The registration statement shall include any prospectus required
or permitted to be delivered under Subsections 8.2, 8.3 and 8.4.
12.2. In promulgating rules governing the content of any
registration statement (including any prospectus made a part
thereof or annexed thereto), the Commission may require the
registration statement to contain such information or documents
as it may, by rule, prescribe. It may dispense with any such
requirement, or may require additional information or
documents, including written information from an expert,
depending on the necessity thereof or their applicability to the
class of securities sought to be registered.
12.3. The information required for the registration of any kind,

and all securities, shall include, among others, the effect of the
securities issue on ownership, on the mix of ownership, especially
foreign and local ownership.
12.4. The registration statement shall be signed by the issuer’s

executive officer, its principal operating officer, its principal
financial officer, its comptroller, principal accounting officer, its
corporate secretary or persons performing similar functions
accompanied by a duly verified resolution of the board of
directors of the issuer corporation. The written consent of the
expert named as having certified any part of the registration
statement or any document used in connection therewith shall
also be filed. Where the registration statement includes shares to
be sold by selling shareholders, a written certification by such
selling shareholders as to the accuracy of any part of the
registration statement contributed to by such selling
shareholders shall also be filed.
12.5. (a) Upon filing of the registration statement, the issuer shall
pay to the Commission a fee of not more than one-tenth (1/10) of
one per centum (1%) of the maximum aggregate price at which
such securities are proposed to be offered. The Commission shall
prescribe by rule diminishing fees in inverse proportion to the
value of the aggregate price of the offering.
(b) Notice of the filing of the registration statement shall be

immediately published by the issuer, at its own expense, in two
(2) newspapers of general circulation in the Philippines, once a
week for two (2) consecutive weeks, or in such other manner as
the Commission by rule shall prescribe, reciting that a
registration statement for the sale of such security has been filed,
and that the aforesaid registration statement, as well as the
papers attached thereto are open to inspection at the
Commission during business hours, and copies thereof,
photostatic or otherwise, shall be furnished to interested parties
at such reasonable charge as the Commission may prescribe.
12.6. Within forty-five (45) days after the date of filing of the
registration statement, or by such later date to which the issuer
has consented, the Commission shall declare the registration
statement effective or rejected, unless the applicant is allowed to
amend the registration statement as provided in Section 14
hereof. The Commission shall enter an order declaring the
registration statement to be effective if it finds that the
registration statement together with all the other papers and
documents attached thereto, is on its face complete and that the
requirements have been complied with. The Commission may
impose such terms and conditions as may be necessary or
appropriate for the protection of the investors.
12.7. Upon effectivity of the registration statement, the issuer

shall state under oath in every prospectus that all registration
requirements have been met and that all information are true and
correct as represented by the issuer or the one making the
statement. Any untrue statement of fact or omission to state a
material fact required to be stated therein or necessary to make
the statement therein not misleading shall constitute fraud.
SEC. 13. Rejection and Revocation of Registration of Securities. -

13.1. The Commission may reject a registration statement and
refuse registration of the security thereunder, or revoke the
effectivity of a registration statement and the registration of the
security thereunder after due notice and hearing by issuing an
order to such effect, setting forth its findings in respect thereto,
if it finds that:chanroblesvirtualaw library
(a) The issuer: chanroblesvirtualawlibrary
(i) Has been judicially declared insolvent;
(ii) Has violated any of the provisions of this Code, the rules
promulgated pursuant thereto, or any order of the Commission of
which the issuer has notice in connection with the offering for
which a registration statement has been filed;
(iii) Has been or is engaged or is about to engage in fraudulent

transactions;
(iv) Has made any false or misleading representation of material

facts in any prospectus concerning the issuer or its securities;
(v) Has failed to comply with any requirement that the

Commission may impose as a condition for registration of the
security for which the registration statement has been filed; or
(b) The registration statement is on its face incomplete or

inaccurate in any material respect or includes any untrue
statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the
statements therein not misleading; or
(c) The issuer, any officer, director or controlling person of
the issuer, or person performing similar functions, or any
underwriter has been convicted, by a competent judicial or
administrative body, upon plea of guilty, or otherwise, of an
offense involving moral turpitude and/or fraud or is enjoined or
restrained by the Commission or other competent judicial or
administrative body for violations of securities, commodities, and
other related laws.
For purposes of this subsection, the term “competent

judicial or administrative body” shall include a foreign court of
competent jurisdiction as provided for under the Rules of Court.
13.2. The Commission may compel the production of all the

books and papers of such issuer, and may administer oaths to,
and examine the officers of such issuer or any other person
connected therewith as to its business and affairs.
13.3. If any issuer shall refuse to permit an examination to be

made by the Commission, its refusal shall be ground for the
refusal or revocation of the registration of its securities.
13.4. If the Commission deems it necessary, it may issue an order

suspending the offer and sale of the securities pending any
investigation. The order shall state the grounds for taking such
action, but such order of suspension although binding upon the
persons notified thereof, shall be deemed confidential, and shall
not be published. Upon the issuance of the suspension order, no
further offer or sale of such security shall be made until the same
is lifted or set aside by the Commission. Otherwise, such sale
shall be void.
13.5. Notice of issuance of such order shall be given to the issuer

and every dealer and broker who shall have notified the
Commission of an intention to sell such security.
13.6. A registration statement may be withdrawn by the issuer

only with the consent of the Commission.
SEC. 14. Amendments to the Registration Statement. - 14.1. If a
registration statement is on its face incomplete or inaccurate in
any material respect, the Commission shall issue an order
directing the amendment of the registration statement. Upon
compliance with such order, the amended registration statement
shall become effective in accordance with the procedure
mentioned in Subsection 12.6 hereof.
14.2. An amendment filed prior to the effective date of the

registration statement shall recommence the forty-five (45) day
period within which the Commission shall act on a registration
statement. An amendment filed after the effective date of the
registration statement shall become effective only upon such date
as determined by the Commission.
14.3. If any change occurs in the facts set forth in a registration

statement, the issuer shall file an amendment thereto setting
forth the change.
14.4. If, at any time, the Commission finds that a registration

statement contains any false statement or omits to state any fact
statements therein not misleading, the Commission may conduct
an examination, and, after due notice and hearing, issue an Order
suspending the effectivity of the registration statement. If the
statement is duly amended, the suspension order may be lifted.
14.5. In making such examination the Commission or any officer

or officers designated by it may administer oaths and affirmations
and shall have access to, and may demand the production of, any
books, records or documents relevant to the examination. Failure
of the issuer, underwriter, or any other person to cooperate, or
his obstruction or refusal to undergo an examination, shall be a
ground for the issuance of a suspension order.
SEC. 15. Suspension of Registration. - 15.1. If, at any time, the

information contained in the registration statement filed is or
has become misleading, incorrect, inadequate or incomplete in
any material respect, or the sale or offering for sale of the
security registered thereunder may work or tend to work a fraud,
the Commission may require from the issuer such further
information as may in its judgment be necessary to enable the
Commission to ascertain whether the registration of such
security should be revoked on any ground specified in this Code.
The Commission may also suspend the right to sell and offer for
sale such security pending further investigation, by entering an
order specifying the grounds for such action, and by notifying the
issuer, underwriter, dealer or broker known as participating in
such offering.
15.2. The refusal to furnish information required by the

Commission may be a ground for the issuance of an order of
suspension pursuant to Subsection 15.1. Upon the issuance of
any such order and notification to the issuer, underwriter, dealer
or broker known as participating in such offering, no further offer
or sale of any such security shall be made until the same is lifted
or set aside by the Commission. Otherwise, such sale shall be
void.
15.3. Upon issuance of an order of suspension, the Commission

shall conduct a hearing. If the Commission determines that the
sale of any security should be revoked, it shall issue an order
prohibiting sale of such security.
Until the issuance of a final order, the suspension of the
right to sell, though binding upon the persons notified thereof,
shall be deemed confidential, and shall not be published, unless it
shall appear that the order of suspension has been violated after
notice. If, however, the Commission finds that the sale of the
security will neither be fraudulent nor result in fraud, it shall
forthwith issue an order revoking the order of suspension, and
such security shall be restored to its status as a registered
security as of the date of such order of suspension. chan robles virtual law library
CHAPTER IV
Regulation of Pre-Need Plans
SEC.16. Pre-Need Plans. - No person shall sell or offer for sale to

the public any pre-need plan except in accordance with rules and
regulations which the Commission shall prescribe. Such rules
shall regulate the sale of pre-need plans by, among other things,
requiring the registration of pre-need plans, licensing persons
involved in the sale of pre-need plans, requiring disclosures to
prospective plan holders, prescribing advertising guidelines,
providing for uniform accounting system, reports and record
keeping with respect to such plans, imposing capital, bonding and
other financial responsibility, and establishing trust funds for the
payment of benefits under such plans.
CHAPTER V
Reportorial Requirements
SEC. 17. Periodic and Other Reports of Issuers. -17.1. Every

issuer satisfying the requirements in Subsection 17.2 hereof shall
file with the Commission: chanroblesvirtualaw library
(a) Within one hundred thirty-five (135) days, after the end of the
issuer’s fiscal year, or such other time as the Commission may
prescribe, an annual report which shall include, among others, a
balance sheet, profit and loss statement and statement of cash
flows, for such last fiscal year, certified by an independent
certified public accountant, and a management discussion and
analysis of results of operations; and
(b) Such other periodical reports for interim fiscal periods and
current reports on significant developments of the issuer as the
Commission may prescribe as necessary to keep current
information on the operation of the business and financial
condition of the issuer.
17.2.The reportorial requirements of Subsection 17.1 shall apply

to the following:
chanroblesvirtualaw library
(a) An issuer which has sold a class of its securities pursuant to a

registration under Section 12 hereof: Provided, however, That the
obligation of such issuer to file reports shall be suspended for any
fiscal year after the year such registration became effective if
such issuer, as of the first day of any such fiscal year, has less
than one hundred (100) holders of such class of securities or such
other number as the Commission shall prescribe and it notifies
the Commission of such;
(b) An issuer with a class of securities listed for trading on an

Exchange; and
(c) An issuer with assets of at least Fifty million pesos

(P50,000,000.00) or such other amount as the Commission shall
prescribe, and having Two hundred (200) or more holders each
holding at least One hundred (100) shares of a class of its equity
securities: Provided, however, That the obligation of such issuer
to file reports shall be terminated ninety (90) days after
notification to the Commission by the issuer that the number of
its holders holding at least one hundred (100) shares is reduced to
less than One hundred (100). chan robles virtual law library
17.3. Every issuer of a security listed for trading on an Exchange

shall file with the Exchange a copy of any report filed with the
Commission under Subsection 17.1 hereof.
17.4. All reports (including financial statements) required to be

filed with the Commission pursuant to Subsection 17.1 hereof
shall be in such form, contain such information and be filed at
such times as the Commission shall prescribe, and shall be in lieu
of any periodical or current reports or financial statements
otherwise required to be filed under the Corporation Code.
17.5. Every issuer which has a class of equity securities satisfying

any of the requirements in Subsection 17.2 shall furnish to each
holder of such equity security an annual report in such form and
containing such information as the Commission shall prescribe.
17.6. Within such period as the Commission may prescribe

preceding the annual meeting of the holders of any equity
security of a class entitled to vote at such meeting, the issuer
shall transmit to such holders an annual report in conformity
with Subsection 17.5.
SEC. 18. Reports by Five per centum (5%) Holders of Equity

Securities. - 18.1. In every case in which an issuer satisfies the
requirements of Subsection 17.2 hereof, any person who acquires
directly or indirectly the beneficial ownership of more than
five per centum (5%) of such class or in excess of such lesser per
centum as the Commission by rule may prescribe, shall, within
ten (10) days after such acquisition or such reasonable time as
fixed by the Commission, submit to the issuer of the security, to
the Exchange where the security is traded, and to the
Commission a sworn statement containing the following
information and such other information as the Commission may
require in the public interest or for the protection of investors:
(a) The personal background, identity, residence, and

citizenship of, and the nature of such beneficial ownership by,
such person and all other persons by whom or on whose behalf
the purchases are effected; in the event the beneficial owner is a
juridical person, the lines of business of the beneficial owner shall
also be reported;
(b) If the purpose of the purchases or prospective purchases

is to acquire control of the business of the issuer of the
securities, any plans or proposals which such persons may have
that will effect a major change in its business or corporate
structure;
(c) The number of shares of such security which are
beneficially owned, and the number of shares concerning which
there is a right to acquire, directly or indirectly, by: (i) such
person, and (ii) each associate of such person, giving the
background, identity, residence, and citizenship of each such
associate; and
(d) Information as to any contracts, arrangements, or

understanding with any person with respect to any securities of
the issuer including but not limited to transfer, joint ventures,
loan or option arrangements, puts or calls, guarantees or division
of losses or profits, or proxies naming the persons with whom
such contracts, arrangements, or understanding have been
entered into, and giving the details thereof.
18.2. If any change occurs in the facts set forth in the

statements, an amendment shall be transmitted to the issuer, the
Exchange and the Commission.
18.3. The Commission, may permit any person to file in lieu of

the statement required by Subsection 17.1 hereof, a notice
stating the name of such person, the shares of any equity
securities subject to Subsection 17.1 which are owned by him,
the date of their acquisition and such other information as the
Commission may specify, if it appears to the Commission that
such securities were acquired by such person in the ordinary
course of his business and were not acquired for the purpose of
and do not have the effect of changing or influencing the control
of the issuer nor in connection with any transaction having such
purpose or effect.
CHAPTER VI
Protection of Shareholder Interests
SEC. 19. Tender Offers. –19.1. (a) Any person or group of persons
acting in concert who intends to acquire at least fifteen per cent
(15%) of any class of any equity security of a listed corporation or
of any class of any equity security of a corporation with assets of
at least Fifty Million Pesos (P50,000,000.00) and having two
hundred (200) or more stockholders with at least one hundred
(100) shares each or who intends to acquire at least thirty per
cent (30%) of such equity over a period of twelve (12) months
shall make a tender offer to stockholders by filing with the
Commission a declaration to that effect; and furnish the issuer, a
statement containing such of the information required in Section
17 of this Code as the Commission may prescribe. Such person
or group of persons shall publish all requests or invitations for
tender, or materials making a tender offer or requesting or
inviting letters of such a security. Copies of any additional
material soliciting or requesting such tender offers subsequent to
the initial solicitation or request shall contain such information
as the Commission may prescribe, and shall be filed with the
Commission and sent to the issuer not later than the time copies
of such materials are first published or sent or given to security
holders.
(b) Any solicitation or recommendation to the holders of such a

security to accept or reject a tender offer or request or invitation
for tenders shall be made in accordance with such rules and
regulations as the Commission may prescribe.
(c) Securities deposited pursuant to a tender offer or request or

invitation for tenders may be withdrawn by or on behalf of the
depositor at any time throughout the period that the tender offer
remains open and if the securities deposited have not been
previously accepted for payment, and at any time after sixty (60)
days from the date of the original tender offer or request or
invitation, except as the Commission may otherwise prescribe. chan robles virtual law library
(d) Where the securities offered exceed that which a person or

group of persons is bound or willing to take up and pay for, the
securities that are subject of the tender offer shall be taken up as
nearly as may be pro rata, disregarding fractions, according to
the number of securities deposited by each depositor. The
provisions of this subsection shall also apply to securities
deposited within ten (10) days after notice of an increase in the
consideration offered to security holders, as described in
paragraph (e) of this subsection, is first published or sent or given
to security holders.
(e) Where any person varies the terms of a tender offer or request
or invitation for tenders before the expiration thereof by
increasing the consideration offered to holders of such securities,
such person shall pay the increased consideration to each
security holder whose securities are taken up and paid for
whether or not such securities have been taken up by such person
before the variation of the tender offer or request or invitation.
19.2. It shall be unlawful for any person to make any untrue

statement of a material fact or omit to state any material fact
necessary in order to make the statements made, in the light of
the circumstances under which they are made, not misleading, or
to engage in any fraudulent, deceptive, or manipulative acts or
practices, in connection with any tender offer or request or
invitation for tenders, or any solicitation of security holders in
opposition to or in favor of any such offer, request, or invitation.
The Commission shall, for the purposes of this subsection, define
and prescribe means reasonably designed to prevent, such acts
and practices as are fraudulent, deceptive, or manipulative.
SEC. 20. Proxy Solicitations. – 20.1. Proxies must be issued and

proxy solicitation must be made in accordance with rules and
regulations to be issued by the Commission;
20.2. Proxies must be in writing, signed by the stockholder or his

duly authorized representative and filed before the scheduled
meeting with the corporate secretary.
20.3. Unless otherwise provided in the proxy, it shall be valid only

for the meeting for which it is intended. No proxy shall be valid
and effective for a period longer than five (5) years at one time.
20.4. No broker or dealer shall give any proxy, consent or

authorization, in respect of any security carried for the account
of a customer, to a person other than the customer, without the
express written authorization of such customer.
20.5. A broker or dealer who holds or acquires the proxy for at

least ten per centum (10%) or such percentage as the Commission
may prescribe of the outstanding share of the issuer, shall submit
a report identifying the beneficial owner within ten (10) days after
such acquisition, for its own account or customer, to the issuer of
the security, to the Exchange where the security is traded and to
the Commission.
SEC. 21. Fees for Tender Offers and Certain Proxy Solicitations. -
At the time of filing with the Commission of any statement
required under Section 19 for any tender offer or Section 72.2 for
issuer repurchases, or Section 20 for proxy or consent
solicitation, the Commission may require that the person making
such filing pay a fee of not more than one-tenth (1/10) of
one percentum (1%) of: chanroblesvirtualaw library
21.1. The proposed aggregate purchase price in the case of a

transaction under Sections 20 or 72.2; or chan robles virtual law library
21.2. The proposed payment in cash, and the value of any
securities or property to be transferred in the acquisition, merger
or consolidation, or the cash and value of any securities proposed
to be received upon the sale or disposition of such assets in the
case of a solicitation under Section 20. The Commission shall
prescribe by rule diminishing fees in inverse proportion to the
value of the aggregate price of the offering.
SEC. 22. Internal Record Keeping and Accounting Controls. -

Every issuer which has a class of securities that satisfies the
requirements of Subsection 17.2 shall: chanroblesvirtualaw library
22.1. Make and keep books, records, and accounts which, in

reasonable detail accurately and fairly reflect the transactions
and dispositions of assets of the issuer;
22.2. Devise and maintain a system of internal accounting

controls sufficient to provide reasonable assurances that: (a)
Transactions and access to assets are pursuant to management
authorization; (b) Financial statements are prepared in
conformity with generally accepted accounting principles that are
adopted by the Accounting Standards Council and the rules
promulgated by the Commission with regard to the preparation of
financial statements; and (c) Recorded assets are compared with
existing assets at reasonable intervals and differences are
reconciled.
SEC. 23. Transactions of Directors, Officers and Principal

Stockholders. - 23.1. Every person who is directly or indirectly
the beneficial owner of more than ten per centum (10%) of any
class of any equity security which satisfies the requirements of
Subsection 17.2, or who is a director or an officer of the issuer of
such security, shall file, at the time either such requirement is
first satisfied or within ten days after he becomes such a
beneficial owner, director, or officer, a statement with the
Commission and, if such security is listed for trading on an
Exchange, also with the Exchange, of the amount of all equity
securities of such issuer of which he is the beneficial owner, and
within ten (10) days after the close of each calendar month
thereafter, if there has been a change in such ownership during
such month, shall file with the Commission, and if such security
is listed for trading on an Exchange, shall also file with the
Exchange, a statement indicating his ownership at the close of
the calendar month and such changes in his ownership as have
occurred during such calendar month.
23.2. For the purpose of preventing the unfair use of information
which may have been obtained by such beneficial owner, director,
or officer by reason of his relationship to the issuer, any profit
realized by him from any purchase and sale, or any sale and
purchase, of any equity security of such issuer within any period
of less than six (6) months, unless such security was acquired in
good faith in connection with a debt previously contracted, shall
inure to and be recoverable by the issuer, irrespective of any
intention of holding the security purchased or of not
repurchasing the security sold for a period exceeding six (6)
months. Suit to recover such profit may be instituted before the
Regional Trial Court by the issuer, or by the owner of any security
of the issuer in the name and in behalf of the issuer if the issuer
shall fail or refuse to bring such suit within sixty (60) days after
request or shall fail diligently to prosecute the same thereafter,
but no such suit shall be brought more than two (2) years after
the date such profit was realized. This subsection shall not be
construed to cover any transaction where such beneficial owner
was not such both at the time of the purchase and sale, or the
sale and purchase, of the security involved, or any transaction or
transactions which the Commission by rules and regulations may
exempt as not comprehended within the purpose of this
subsection.
23.3. It shall be unlawful for any such beneficial owner, director,

or officer, directly or indirectly, to sell any equity security of
such issuer if the person selling the security or his principal: (a)
Does not own the security sold; or (b) If owning the security, does
not deliver it against such sale within twenty (20) days thereafter,
or does not within five (5) days after such sale deposit it in the
mails or other usual channels of transportation; but no person
shall be deemed to have violated this subsection if he proves that
notwithstanding the exercise of good faith he was unable to make
such delivery or deposit within such time, or that to do so would
cause undue inconvenience or expense.
23.4. The provisions of Subsection 23.2 shall not apply to

any purchase and sale, or sale and purchase, and the provisions of
Subsection 23.3 shall not apply to any sale, of an equity security
not then or thereafter held by him in an investment account, by a
dealer in the ordinary course of his business and incident to the
establishment or maintenance by him of a primary or secondary
market, otherwise than on an Exchange, for such security. The
Commission may, by such rules and regulations as it deems
necessary or appropriate in the public interest, define and
prescribe terms and conditions with respect to securities held in
an investment account and transactions made in the ordinary
course of business and incident to the establishment or
maintenance of a primary or secondary market.
CHAPTER VII
Prohibitions on Fraud, Manipulation and Insider Trading
SEC. 24. Manipulation of Security Prices; Devices and Practices.

- 24.1 It shall be unlawful for any person acting for himself or
through a dealer or broker, directly or indirectly: chanroblesvirtualaw library
(a) To create a false or misleading appearance of active

trading in any listed security traded in an Exchange or any other
trading market (hereafter referred to purposes of this Chapter
as“Exchange”):
(i) By effecting any transaction in such security which

involves no change in the beneficial ownership thereof;
(ii) By entering an order or orders for the purchase or sale of

such security with the knowledge that a simultaneous order or
orders of substantially the same size, time and price, for the sale
or purchase of any such security, has or will be entered by or for
the same or different parties; or
(iii) By performing similar act where there is no change in

beneficial ownership.
(b) To effect, alone or with others, a series of transactions in

securities that:
(i) Raises their price to induce the purchase of a security,
whether of the same or a different class of the same issuer or of a
controlling, controlled, or commonly controlled company by
others;
(ii) Depresses their price to induce the sale of a security,
whether of the same or a different class, of the same issuer or of a
controlling, controlled, or commonly controlled company by
others; or
(iii) Creates active trading to induce such a purchase or sale
through manipulative devices such as marking the close, painting
the tape, squeezing the float, hype and dump, boiler room
operations and such other similar devices. chan robles virtual law library
(c) To circulate or disseminate information that the price of

any security listed in an Exchange will or is likely to rise or fall
because of manipulative market operations of any one or more
persons conducted for the purpose of raising or depressing the
price of the security for the purpose of inducing the purchase or
sale of such security.
(d) To make false or misleading statement with respect to
any material fact, which he knew or had reasonable ground to
believe was so false or misleading, for the purpose of inducing the
purchase or sale of any security listed or traded in an Exchange.
(e) To effect, either alone or others, any series of

transactions for the purchase and/or sale of any security traded
in an Exchange for the purpose of pegging, fixing or stabilizing
the price of such security, unless otherwise allowed by this Code
or by rules of the Commission.
24.2. No person shall use or employ, in connection with the

purchase or sale of any security any manipulative or deceptive
device or contrivance. Neither shall any short sale be effected nor
any stop-loss order be executed in connection with the purchase
or sale of any security except in accordance with such rules and
regulations as the Commission may prescribe as necessary or
appropriate in the public interest or for the protection of
investors.
24.3. The foregoing provisions notwithstanding, the Commission,

having due regard to the public interest and the protection of
investors, may, by rules and regulations, allow certain acts or
transactions that may otherwise be prohibited under this Section.
SEC. 25. Regulation of Option Trading. – No member of an

Exchange shall, directly or indirectly endorse or guarantee the
performance of any put, call, straddle, option or privilege in
relation to any security registered on a securities exchange.
The terms “put”, “call”, “straddle”,

“option”, or “privilege”shall not include any registered warrant,
right or convertible security.
SEC. 26. Fraudulent Transactions. - It shall be unlawful for any

person, directly or indirectly, in connection with the purchase or
sale of any securities to:
26.1. Employ any device, scheme, or artifice to defraud;
26.2. Obtain money or property by means of any untrue

statement of a material fact of any omission to state a material
fact necessary in order to make the statements made, in the light
of the circumstances under which they were made, not
misleading; or
26.3. Engage in any act, transaction, practice or course of

business which operates or would operate as a fraud or deceit
upon any person.
SEC. 27. Insider’s Duty to Disclose When Trading. - 27.1. It

shall be unlawful for an insider to sell or buy a security of the
issuer, while in possession of material information with respect to
the issuer or the security that is not generally available to the
public, unless: (a) The insider proves that the information was not
gained from such relationship; or (b) If the other party selling to
or buying from the insider (or his agent) is identified, the insider
proves: (i) that he disclosed the information to the other party, or
(ii) that he had reason to believe that the other party otherwise is
also in possession of the information. A purchase or sale of a
security of the issuer made by an insider defined in Subsection
3.8, or such insider’s spouse or relatives by affinity or
consanguinity within the second degree, legitimate or common-
law, shall be presumed to have been effected while in possession
of material non-public information if transacted after such
information came into existence but prior to dissemination of
such information to the public and the lapse of a reasonable time
for the market to absorb such information: Provided,
however, That this presumption shall be rebutted upon a showing
by the purchaser or seller that he was not aware of the material
non-public information at the time of the purchase or sale.
27.2. For purposes of this Section, information is “material non-

public” if: (a) It has not been generally disclosed to the public and
would likely affect the market price of the security after being
disseminated to the public and the lapse of a reasonable time for
the market to absorb the information; or (b) would be considered
by a reasonable person important under the circumstances in
determining his course of action whether to buy, sell or hold a
security.
27.3. It shall be unlawful for any insider to communicate material

non-public information about the issuer or the security to any
person who, by virtue of the communication, becomes an insider
as defined in Subsection 3.8, where the insider communicating
the information knows or has reason to believe that such person
will likely buy or sell a security of the issuer while in possession
of such information.
27.4. (a) It shall be unlawful where a tender offer has commenced
or is about to commence for: chanroblesvirtualaw library
(i) Any person (other than the tender offeror) who is in

possession of material non-public information relating to such
tender offer, to buy or sell the securities of the issuer that are
sought or to be sought by such tender offer if such person knows
or has reason to believe that the information is non-public and
has been acquired directly or indirectly from the tender offeror,
those acting on its behalf, the issuer of the securities sought or to
be sought by such tender offer, or any insider of such issuer; and
(ii) Any tender offeror, those acting on its behalf, the issuer
of the securities sought or to be sought by such tender offer, and
any insider of such issuer to communicate material non-public
information relating to the tender offer to any other person where
such communication is likely to result in a violation of
Subsection 27.4 (a)(i).
(b) For purposes of this subsection the term “securities of

the issuer sought or to be sought by such tender offer” shall
include any securities convertible or exchangeable into such
securities or any options or rights in any of the foregoing
securities.
CHAPTER VIII
Regulation of Securities Market Professionals
SEC. 28. Registration of Brokers, Dealers, Salesmen and

Associated Persons. - 28.1. No person shall engage in the
business of buying or selling securities in the Philippines as a
broker or dealer, or act as a salesman, or an associated person of
any broker or dealer unless registered as such with the
Commission.
28.2. No registered broker or dealer shall employ any salesman or

any associated person, and no issuer shall employ any salesman,
who is not registered as such with the Commission.
28.3. The Commission, by rule or order, may conditionally or

unconditionally exempt from Subsections 28.1 and 28.2 any
broker, dealer, salesman, associated person of any broker or
dealer, or any class of the foregoing, as it deems consistent with
the public interest and the protection of investors.
28.4. The Commission shall promulgate rules and regulations
prescribing the qualifications for registration of each category of
applicant, which shall, among other things, require as a condition
for registration that:
(a) If a natural person, the applicant satisfactorily pass a

written examination as to his proficiency and knowledge in the
area of activity for which registration is sought; chan robles virtual law library
(b) In the case of a broker or dealer, the applicant satisfy a

minimum net capital as prescribed by the Commission, and
provide a bond or other security as the Commission may
prescribe to secure compliance with the provisions of this Code;
and
(c) If located outside of the Philippines, the applicant files a

written consent to service of process upon the Commission
pursuant to Section 65 hereof.
28.5. A broker or dealer may apply for registration by filing

with the Commission a written application in such form and
containing such information and documents concerning such
broker or dealer as the Commission by rule shall prescribe.
28.6. Registration of a salesman or of an associated person of a

registered broker or dealer may be made upon written application
filed with the Commission by such salesman or associated person.
The application shall be separately signed and certified by the
registered broker or dealer to which such salesman or associated
person is to become affiliated, or by the issuer in the case of a
salesman employed, appointed or authorized solely by such
issuer. The application shall be in such form and contain such
information and documents concerning the salesman or
associated person as the Commission by rule shall prescribe. For
purposes of this Section, a salesman shall not include any
employee of an issuer whose compensation is not determined
directly or indirectly on sales of securities of the issuer.
28.7. Applications filed pursuant to Subsections 28.5 and 28.6

shall be accompanied by a registration fee in such reasonable
amount prescribed by the Commission.
28.8. Within thirty (30) days after the filing of any application
under this Section, the Commission shall by order: (a) Grant
registration if it determines that the requirements of this Section
and the qualifications for registration set forth in its rules and
regulations have been satisfied; or (b) Deny said registration.
28.9. The names and addresses of all persons approved for

registration as brokers, dealers, associated persons or salesmen
and all orders of the Commission with respect thereto shall be
recorded in a Register of Securities Market Professionals kept in
the office of the Commission which shall be open to public
inspection.
28.10. Every person registered pursuant to this Section shall file

with the Commission, in such form as the Commission shall
prescribe, information necessary to keep the application for
registration current and accurate, including in the case of a
broker or dealer changes in salesmen, associated persons and
owners thereof.
28.11. Every person registered pursuant to this Section shall pay

to the Commission an annual fee at such time and in such
reasonable amount as the Commission shall prescribe. Upon
notice by the Commission that such annual fee has not been paid
as required, the registration of such person shall be suspended
until payment has been made.
28.12. The registration of a salesman or associated person shall

be automatically terminated upon the cessation of his affiliation
with said registered broker or dealer, or with an issuer in the case
of a salesman employed, appointed or authorized by such issuer.
Promptly following any such cessation of affiliation, the
registered broker or dealer, or issuer, as the case may be, shall
file with the Commission a notice of separation of such salesman
or associated person.
SEC. 29. Revocation, Refusal or Suspension of Registration of

Brokers, Dealers, Salesmen and Associated Persons. – 29.1.
Registration under Section 28 of this Code may be refused, or any
registration granted thereunder may be revoked, suspended, or
limitations placed thereon, by the Commission if, after due notice
and hearing, the Commission determines the applicant or
registrant:
(a) Has willfully violated any provision of this Code, any rule,
regulation or order made hereunder, or any other law
administered by the Commission, or in the case of a registered
broker, dealer or associated person has failed to supervise, with a
view to preventing such violation, another person who commits
such violation;chan robles virtual law library
(b) Has willfully made or caused to be made a materially false

or misleading statement in any application for registration or
report filed with the Commission or a self-regulatory
organization, or has willfully omitted to state any material fact
that is required to be stated therein;
(c) Has failed to satisfy the qualifications or requirements for

registration prescribed under Section 28 and the rules and
regulations of the Commission promulgated thereunder;
(d) Has been convicted, by a competent judicial or

administrative body of an offense involving moral turpitude,
fraud, embezzlement, counterfeiting, theft, estafa,
misappropriation, forgery, bribery, false oath, or perjury, or of a
violation of securities, commodities, banking, real estate or
insurance laws;
(e) Is enjoined or restrained by a competent judicial or

administrative body from engaging in securities, commodities,
banking, real estate or insurance activities or from willfully
violating laws governing such activities;
(f) Is subject to an order of a competent judicial or

administrative body refusing, revoking or suspending any
registration, license or other permit under this Code, the rules
and regulations promulgated thereunder, any other law
administered by the Commission;
(g) Is subject to an order of a self-regulatory organization

suspending or expelling him from membership or participation
therein or from association with a member or participant thereof;
(h) Has been found by a competent judicial or administrative

body to have willfully violated any provisions of securities,
commodities, banking, real estate or insurance laws, or has
willfully aided, abetted, counseled, commanded, induced or
procured such violation; or
(i) Has been judicially declared insolvent.

For purposes of this subsection, the term “competent
judicial or administrative body” shall include a foreign court of
competent jurisdiction and a foreign financial regulator.
29.2. (a) In cases of charges against a salesman or associated

person, notice thereof shall also be given the broker, dealer or
issuer employing such salesman or associated person.
(b) Pending the hearing, the Commission shall have the power to
order the suspension of such broker’s, dealer’s, associated
person’s or salesman’s registration: Provided, That such order
shall state the cause for such suspension. Until the entry of a
final order, the suspension of such registration, though binding
upon the persons notified thereof, shall be deemed confidential,
and shall not be published, unless it shall appear that the order of
suspension has been violated after notice. chan robles virtual law library
29.3. The order of the Commission refusing, revoking, suspending

or placing limitations on a registration as herein above provided,
together with its findings, shall be entered in the Register of
Securities Market Professionals. The suspension or revocation of
the registration of a dealer or broker shall also automatically
suspend the registration of all salesmen and associated persons
affiliated with such broker or dealer.
29.4. It shall be sufficient cause for refusal, revocation or

suspension of a broker's or dealer’s registration, if any associated
person thereof or any juridical entity controlled by such
associated person has committed any act or omission or is
subject to any disability enumerated in paragraphs (a) through (i)
of Subsection 29.1 hereof.
SEC. 30. Transactions and Responsibility of Brokers and

Dealers. - 30.1. No broker or dealer shall deal in or otherwise buy
or sell, for its own account or for the account of customers,
securities listed on an Exchange issued by any corporation where
any stockholder, director, associated person or salesman, or
authorized clerk of said broker or dealer and all the relatives of
the foregoing within the fourth civil degree of consanguinity or
affinity, is at the time holding office in said issuer corporation as
a director, president, vice-president, manager, treasurer,
comptroller, secretary or any office of trust and responsibility, or
is a controlling person of the issuer.
30.2. No broker or dealer shall effect any transaction in securities

or induce or attempt to induce the purchase or sale of any
security except in compliance with such rules and regulations as
the Commission shall prescribe to ensure fair and honest dealings
in securities and provide financial safeguards and other standards
for the operation of brokers and dealers, including the
establishment of minimum net capital requirements, the
acceptance of custody and use of securities of customers, and the
carrying and use of deposits and credit balances of customers.
SEC. 31. Development of Securities Market Professionals. - The

Commission, in joint undertaking with self regulatory
organizations, organizations and associations of finance
professionals as well as private educational and research
institutions shall undertake or facilitate/organize continuing
training, conferences/ seminars, updating programs, research and
development as well as technology transfer at the latest and
advanced trends in issuance and trading of securities, derivatives,
commodity trades and other financial instruments, as well as
securities markets of other countries.
CHAPTER IX
Exchanges and Other Securities Trading Markets
SEC. 32. Prohibition on Use of Unregistered Exchange;

Regulation of Over-the-Counter Markets. – 32.1. No broker,
dealer, salesman, associated person of a broker or dealer, or
Exchange, directly or indirectly, shall make use of any facility of
an Exchange in the Philippines to effect any transaction in a
security, or to report such transaction, unless such Exchange is
registered as such under Section 33 of this Code.
32.2. (a) No broker, dealer, salesman or associated person of a

broker or dealer, singly or in concert with any other person, shall
make, create or operate, or enable another to make, create or
operate, any trading market, otherwise than on a registered
Exchange, for the buying and selling of any security, except in
accordance with rules and regulations the Commission may
prescribe.
(b) The Commission may promulgate rules and regulations

governing transactions by brokers, dealers, salesmen or
associated persons of a broker or dealer, over any facilities of
such trading market and may require such market to be
administered by a self-regulatory organization determined by the
Commission as capable of insuring the protection of investors
comparable to that provided in the case of a registered
Exchange. Such self-regulatory organization must provide a
centralized marketplace for trading and must satisfy
requirements comparable to those prescribed for registration of
Exchanges in Section 33 of this Code.
SEC. 33. Registration of Exchanges. - 33.1. Any Exchange may be

registered as such with the Commission under the terms and
conditions hereinafter provided in this Section and Section 40
hereof, by filing an application for registration in such form and
containing such information and supporting documents as the
Commission by rule shall prescribe, including the following: chanroblesvirtualaw library
(a) An undertaking to comply and enforce compliance by its

members with the provisions of this Code, its implementing rules
or regulations and the rules of the Exchange;
(b) The organizational charts of the Exchange, rules of

procedure, and a list of its officers and members;
(c) Copies of the rules of the Exchange; and
(d) An undertaking that in the event a member firm becomes

insolvent or when the Exchange shall have found that the
financial condition of its member firm has so deteriorated that it
cannot readily meet the demands of its customers for the delivery
of securities and/or payment of sales proceeds, the Exchange
shall, upon order of the Commission, take over the operation of
the insolvent member firm and immediately proceed to settle the
member firm’s liabilities to its customers.
33.2. Registration of an Exchange shall be granted upon

compliance with the following provisions: chanroblesvirtualaw library
(a) That the applicant is organized as a stock

corporation:Provided, That any registered Exchange existing prior
to the effectivity of this Code shall within one (1) year reorganize
as a stock corporation pursuant to a demutualization plan
approved by the Commission;
(b) That the applicant is engaged solely in the business of

operating an exchange: Provided, however, That the Commission
may adopt rules, regulations or issue an order, upon application,
exempting an Exchange organized as a stock corporation and
owned and controlled by another juridical person from this
restriction;
c) Where the Exchange is organized as a stock corporation,
that no person may beneficially own or control, directly or
indirectly, more than five percent (5%) of the voting rights of the
Exchange and no industry or business group may beneficially own
or control, directly or indirectly, more than twenty percent (20%)
of the voting rights of the Exchange: Provided, however, That the
Commission may adopt rules, regulations or issue an order, upon
application, exempting an applicant from this prohibition where
it finds that such ownership or control will not negatively impact
on the exchange’s ability to effectively operate in the public
interest;
(d) The expulsion, suspension, or disciplining of a member
and persons associated with a member for conduct or proceeding
inconsistent with just and equitable principles of fair trade, and
for violations of provisions of this Code, or any other Act
administered by the Commission, the rules, regulations and
orders thereunder, or the rules of the Exchange;
(e) A fair procedure for the disciplining of members and

persons associated with members, the denial of membership to
any person seeking to be a member, the barring of any person
from association with a member, and the prohibition or limitation
of any person from access to services offered by the Exchange;
(f) That the brokers in the board of the Exchange shall

comprise of not more than forty-nine percent (49%) of such board
and shall proportionately represent the Exchange membership in
terms of volume/value of trade and paid up capital, and that any
natural person associated with a juridical entity that is a member
shall himself be deemed to be a member for this
purpose: Provided,That any registered Exchange existing prior to
the effectivity of this Code shall immediately comply with this
requirement;
(g) For the board of the Exchange to include in its

composition (i) the president of the Exchange, and (ii) no less
than fifty one percent (51%) of the remaining members of the
board to be comprised of three (3) independent directors and
persons who represent the interests of issuers, investors, and
other market participants, who are not associated with any
broker or dealer or member of the Exchange for a period of two (2)
years prior to his/her appointment. No officer or employee of a
member, its subsidiaries or affiliates or related interests shall
become an independent director: Provided, however, That the
Commission may by rule, regulation, or order upon application,
permit the exchange organized as a stock corporation to use a
different governance structure: Provided, further, That the
Commission is satisfied that the Exchange is acting in the public
interest and is able to effectively operate as a self-regulatory
organization under this Code:Provided, finally, That any
registered exchange existing prior to the effectivity of this Code
shall immediately comply with this requirement.
(h) The president and other management of the Exchange to

consist only of persons who are not members and are not
associated in any capacity, directly or indirectly with any broker
or dealer or member or listed company of the
Exchange: Provided, That the Exchange may only appoint, and a
person may only serve, as an officer of the exchange if such
person has not been a member or affiliated with any broker,
dealer, or member of the Exchange for a period of at least two (2)
years prior to such appointment;
(i) The transparency of transactions on the Exchange;
(j) The equitable allocation of reasonable dues, fees, and

other charges among members and issuers and other persons
using any facility or system which the Exchange operates or
controls;
(k) Prevention of fraudulent and manipulative acts and

practices, promotion of just and equitable principles of trade,
and, in general, protection of investors and the public interest;
and
(l) The transparent, prompt and accurate clearance and

settlement of transactions effected on the Exchange.
33.3. If the Commission finds that the applicant Exchange is

capable of complying and enforcing compliance by its members,
and persons associated with such members, with the provisions of
this Code, its rules and regulations, and the rules of the
Exchange, and that the rules of the Exchange are fair, just and
adequate, the Commission shall cause such Exchange to be
registered. If, after notice due and hearing, the Commission finds
otherwise, the application shall be denied.
33.4. Within ninety (90) days after the filing of the application
the Commission may issue an order either granting or denying
registration as an Exchange, unless the Exchange applying for
registration shall withdraw its application or shall consent to the
Commission’s deferring action on its application for a stated
longer period after the date of filing. The filing with the
Commission of an application for registration by an Exchange
shall be deemed to have taken place upon the receipt thereof.
Amendments to an application may be made upon such terms as
the Commission may prescribe.
33.5. Upon the registration of an Exchange, it shall pay a fee in

such amount and within such period as the Commission may fix.
33.6. Upon appropriate application in accordance with the rules

and regulations of the Commission and upon such terms as the
Commission may deem necessary for the protection of investors,
an Exchange may withdraw its registration or suspend its
operations or resume the same.
SEC. 34. Segregation and Limitation of Functions of Members,
Brokers and Dealers. - 34.1. It shall be unlawful for any member-
broker of an Exchange to effect any transaction on such
Exchange for its own account, the account of an associated
person, or an account with respect to which it or an associated
person thereof exercises investment discretion: Provided,
however, That this section shall not make unlawful -
(a) Any transaction by a member-broker acting in the

capacity of a market maker;
(b) Any transaction reasonably necessary to carry on an odd-

lot transactions;
(c) Any transaction to offset a transaction made in error; and
(d) Any other transaction of a similar nature as may be

defined by the Commission.
34.2. In all instances where the member-broker effects a

transaction on an Exchange for its own account or the account of
an associated person or an account with respect to which it
exercises investment discretion, it shall disclose to such
customer at or before the completion of the transaction it is
acting for its own account: Provided, further, That this fact shall
be reflected in the order ticket and the confirmation slip.
34.3. Any member-broker who violates the provisions of this

Section shall be subject to the administrative sanctions provided
in Section 54 of this Code.
SEC. 35. Additional Fees of Exchanges. - In addition to the

registration fee prescribed in Section 33 of this Code, every
Exchange shall pay to the Commission, on a semestral basis on or
before the tenth day of the end of every semester of the calendar
year, a fee in such an amount as the Commission shall prescribe,
but not more than one-hundredth of one per centum (1%) of the
aggregate amount of the sales of securities transacted on such
Exchange during the preceding calendar year, for the privilege of
doing business, during the preceding calendar year or any part
thereof.
SEC. 36. Powers with Respect to Exchanges and Other Trading

Market. - 36.1. The Commission is authorized, if in its opinion
such action is necessary or appropriate for the protection of
investors and the public interest so requires, summarily to
suspend trading in any listed security on any Exchange or other
trading market for a period not exceeding thirty (30) days or, with
the approval of the President of the Philippines, summarily to
suspend all trading on any securities Exchange or other trading
market for a period of more than thirty (30) but not exceeding
ninety (90) days: Provided, however, That the Commission,
promptly following the issuance of the order of suspension, shall
notify the affected issuer of the reasons for such suspension and
provide such issuer with an opportunity for hearing to determine
whether the suspension should be lifted.chan robles virtual law library
36.2. Wherever two or more Exchanges or other trading markets

exist, the Commission may require and enforce uniformity of
trading regulations in and/or between or among said Exchanges
or other trading markets.
36.3. In addition to the existing Philippine Stock Exchange, the

Commission shall have the authority to determine the number,
size and location of stock Exchanges, other trading markets and
commodity Exchanges and other similar organizations in the
light of national or regional requirements for such activities with
the view to promote, enhance, protect, conserve or rationalize
investment.
36.4. The Commission, having due regard to the public interest,

the protection of investors, the safeguarding of securities and
funds, and maintenance of fair competition among brokers,
dealers, clearing agencies, and transfer agents, shall promulgate
rules and regulations for the prompt and accurate clearance and
settlement of securities transactions.
36.5. (a) The Commission may establish or facilitate the

establishment of trust funds which shall be contributed by
Exchanges, brokers, dealers, underwriters, transfer agents,
salesmen and other persons transacting in securities, as the
Commission may require, for the purpose of compensating
investors for the extraordinary losses or damage they may suffer
due to business failure or fraud or mismanagement of the persons
with whom they transact, under such rules and regulations as the
Commission may from time to time prescribe or approve in the
public interest.
(b) The Commission may, having due regard to the public interest
or the protection of investors, regulate, supervise, examine,
suspend or otherwise discontinue such and other similar funds
under such rules and regulations which the Commission may
promulgate, and which may include taking custody and
management of the fund itself as well as investments in and
disbursements from the funds under such forms of control and
supervision by the Commission as it may from time to time
require. The authority granted to the Commission under this
subsection shall also apply to all funds established for the
protection of investors, whether established by the Commission
or otherwise.chan robles virtual law library
SEC. 37. Registration of Innovative and Other Trading Markets. -

The Commission, having due regard for national economic
development, shall encourage competitiveness in the market by
promulgating within six (6) months upon the enactment of this
Code, rules for the registration and licensing of innovative and
other trading markets or Exchanges covering, but not limited to,
the issuance and trading of innovative securities, securities of
small, medium, growth and venture enterprises, and technology-
based ventures pursuant to Section 33 of this Code.
SEC. 38. Independent Directors. - Any corporation with a class of

equity securities listed for trading on an Exchange or with assets
in excess of Fifty million pesos (P50,000,000.00) and having two
hundred (200) or more holders, at least of two hundred (200) of
which are holding at least one hundred (100) shares of a class of
its equity securities or which has sold a class of equity securities
to the public pursuant to an effective registration statement in
compliance with Section 12 hereof shall have at least two (2)
independent directors or such independent directors shall
constitute at least twenty percent (20%) of the members of such
board, whichever is the lesser. For this purpose, an “independent
director” shall mean a person other than an officer or employee
of the corporation, its parent or subsidiaries, or any other
individual having a relationship with the corporation, which
would interfere with the exercise of independent judgment in
carrying out the responsibilities of a director.
CHAPTER X
Registration, Responsibilities and
Oversight of Self-Regulatory Organizations
SEC. 39. Associations of Securities Brokers, and Dealers,

and Other Securities Related Organizations. -39.1. The
Commission shall have the power to register as a self-regulatory
organization, or otherwise grant licenses, and to regulate,
supervise, examine, suspend or otherwise discontinue, as a
condition for the operation of organizations whose operations are
related to or connected with the securities market such as but
not limited to associations of brokers and dealers, transfer
agents, custodians, fiscal and paying agents, computer services,
news disseminating services, proxy solicitors, statistical agencies,
securities rating agencies, and securities information processors
which are engaged in the business of: (a) Collecting, processing,
or preparing for distribution or publication, or assisting,
participating in, or coordinating the distribution or publication
of, information with respect to transactions in or quotations for
any security; or (b) Distributing or publishing, whether by means
of a ticker tape, a communications network, a terminal display
device, or otherwise, on a current and continuing basis,
information with respect to such transactions or quotations. The
Commission may prescribe rules and regulations which are
necessary or appropriate in the public interest or for the
protection of investors to govern self-regulatory organizations
and other organizations licensed or regulated pursuant to the
authority granted in Subsection 39.1 including the requirement
of cooperation within and among, and electronic integration of
the records of, all participants in the securities market to ensure
transparency and facilitate exchange of information.
39.2. An association of brokers and dealers may be registered as a

securities association pursuant to Subsection 39.3 by filing with
the Commission an application for registration in such form as
the Commission, by rule, may prescribe containing the rules of
the association and such other information and documents as the
Commission, by rule, may prescribe as necessary or appropriate
in the public interest or for the protection of investors.
39.3. An association of brokers and dealers shall not be registered

as a securities association unless the Commission determines
that:
(a) The association is so organized and has the capacity to be

able to carry out the purposes of this Code and to comply with,
and to enforce compliance by its members and persons associated
with its members, with the provisions of this Code, the rules and
regulations thereunder, and the rules of the association.
(b) The rules of the association, notwithstanding anything in the

Corporation Code to the contrary, provide that: chanroblesvirtualaw library
(i) Any registered broker or dealer may become a member of

the association;
(ii) There exist a fair representation of its members to serve on

the Board of Directors of the association and in the
administration of its affairs, and that any natural person
associated with a juridical entity that is a member shall himself
be deemed to be a member for this purpose;
(iii) The Board of Directors of the association includes in its

composition: (a) The president of the association and (b) Persons
who represent the interests of issuers and public investors and
are not associated with any broker or dealer or member of the
association; that the president and other management of the
association not be a member or associated with any broker, dealer
or member of the association;
(iv) For the equitable allocation of reasonable dues, fees, and

other charges among members and issuers and other persons
using any facility or system which the association operates or
controls;
(v) For the prevention of fraudulent and manipulative acts and

practices, the promotion of just and equitable principles of trade,
and, in general, the protection of investors and the public
interest;
(vi) That its members and persons associated with its members
shall be appropriately disciplined for violation of any provision of
this Code, the rules or regulations thereunder, or the rules of the
association;
(vii) That a fair procedure for the disciplining of members and

persons associated with members, the denial of membership to
any person seeking membership therein, the barring of any
person from becoming associated with a member thereof, and the
prohibition or limitation by the association of any person with
respect to access to services offered by the association or a
member thereof.
39.4. (a) A registered securities association shall deny
membership to any person who is not a registered broker or
dealer.
(b) A registered securities association may deny membership to,

or condition the membership of, a registered broker or dealer if
such broker or dealer:chanroblesvirtualaw library
(i) Does not meet the standards of financial responsibility,

operational capability, training, experience, or competence that
are prescribed by the rules of the association; or
(ii) Has engaged, and there is a reasonable likelihood it will again

engage, in acts or practices inconsistent with just and equitable
principles of fair trade.
(c) A registered securities association may deny membership
to a registered broker or dealer not engaged in a type of business
in which the rules of the association require members to be
engaged:Provided, however, That no registered securities
association may deny membership to a registered broker or dealer
by reason of the amount of business done by the broker or dealer.
A registered securities association may examine and verify the

qualifications of an applicant to become a member in accordance
with procedures established by the rules of the association.
(d) A registered securities association may bar a salesman or

person associated with a broker or dealer from being employed by
a member or set conditions for the employment of a salesman or
associated if such person:chanroblesvirtualaw library
(i) Does not meet the standards of training, experience, or

competence that are prescribed by the rules of the association; or
(ii) Has engaged, and there is a reasonable likelihood he will again

engage, in acts or practices inconsistent with just and equitable
principles of fair trade.
A registered securities association may examine and verify
the qualifications of an applicant to become a salesman or
associated person employed by a member in accordance with
procedures established by the rules of the association. A
registered association also may require a salesman or associated
person employed by a member to be registered with the
association in accordance with procedures prescribed in the rules
of the association.
39.5. In any proceeding by a registered securities association to

determine whether a person shall be denied membership, or
barred from association with a member, the association shall
provide notice to the person under review of the specific grounds
being considered for denial, afford him an opportunity to defend
against the allegations, and keep a record of the proceedings. A
determination by the association to deny membership shall be
supported by a statement setting forth the specific grounds on
which the denial is based.
SEC. 40. Powers with Respect to Self-Regulatory Organizations. -

40.1. Upon the filing of an application for registration as an
Exchange under Section 33, a registered securities association
under Section 39, a registered clearing agency under Section 42,
or other self-regulatory organization under this Section, the
Commission shall have ninety (90) days within which to either
grant registration or institute a proceeding to determine whether
registration should be denied. In the event proceedings are
instituted, the Commission shall have two hundred seventy (270)
days within which to conclude such proceedings at which time it
shall, by order, grant or deny such registration.
40.2. Every self-regulatory organization shall comply with the

provisions of this Code, the rules and regulations thereunder, and
its own rules, and enforce compliance therewith, notwithstanding
any provision of the Corporation Code to the contrary, by its
members, persons associated with its members or its
participants.
40.3. (a) Each self-regulatory organization shall submit to the

Commission for prior approval any proposed rule or amendment
thereto, together with a concise statement of the reason and
effect of the proposed amendment.
(b) Within sixty (60) days after submission of a proposed

amendment, the Commission shall, by order, approve the
proposed amendment. Otherwise, the same may be made effective
by the self-regulatory organization.
(c) In the event of an emergency requiring action for the

protection of investors, the maintenance of fair and orderly
markets, or the safeguarding of securities and funds, a self-
regulatory organization may put a proposed amendment into
effect summarily: Provided, however, That a copy of the same
shall be immediately submitted to the Commission.
40.4. The Commission is further authorized, if after making

appropriate request in writing to a self-regulatory organization
that such organization effect on its own behalf specified changes
in its rules and practices and, after due notice and hearing it
determines that such changes have not been effected, and that
such changes are necessary, by rule or regulation or by order,
may alter, abrogate or supplement the rules of such self-
regulatory organization in so far as necessary or appropriate to
effect such changes in respect of such matters as:
(a) Safeguards in respect of the financial responsibility of

members and adequate provision against the evasion of financial
responsibility through the use of corporate forms or special
partnerships;
(b) The supervision of trading practices;
(c) The listing or striking from listing of any security;
(d) Hours of trading;
(e) The manner, method, and place of soliciting business;
(f) Fictitious accounts;
(g) The time and method of making settlements, payments, and

deliveries, and of closing accounts;
(h) The transparency of securities transactions and prices;
(i) The fixing of reasonable rates of fees, interest, listing and other
charges, but not rates of commission;
(j) Minimum units of trading;
(k) Odd-lot purchases and sales;
(l) Minimum deposits on margin accounts; and
(m) The supervision, auditing and disciplining of members or

participants.
40.5. The Commission, after due notice and hearing, is
authorized, in the public interest and to protect investors: chanroblesvirtualawlibrary
(a) To suspend for a period not exceeding twelve (12) months

or to revoke the registration of a self-regulatory organization, or
to censure or impose limitations on the activities, functions, and
operations of such self-regulatory organization, if the Commission
finds that such a self-regulatory organization has willfully
violated or is unable to comply with any provision of this Code or
of the rules and regulations thereunder, or its own rules, or has
failed to enforce compliance therewith by a member of, person
associated with a member, or a participant in such self-regulatory
organization;
(b) To expel from a self-regulatory organization any member

thereof or any participant therein who is subject to an order of
the Commission under Section 29 of this Code or is found to have
willfully violated any provision of this Code or suspend for a
period not exceeding twelve (12) months for violation of any
provision of this Code or any other laws administered by the
Commission, or the rules and regulations thereunder, or effected,
directly or indirectly, any transaction for any person who, such
member or participant had reason to believe, was violating in
respect of such transaction any of such provisions; and
(c) To remove from office or censure any officer or director of a

self-regulatory organization if it finds that such officer or director
has violated any provision of this Code, any other law
administered by the Commission, the rules or regulations
thereunder, or the rules of such self-regulatory organization,
abused his authority, or without reasonable justification or
excuse has failed to enforce compliance with any of such
provisions.chan robles virtual law library
40.6. (a) A self-regulatory organization is authorized to

discipline a member of or participant in such self-regulatory
organization, or any person associated with a member, including
the suspension or expulsion of such member or participant, and
the suspension or bar from being associated with a member, if
such person has engaged in acts or practices inconsistent with
just and equitable principles of fair trade or in willful violation of
any provision of the Code, any other law administered by the
Commission, the rules or regulations thereunder, or the rules of
the self-regulatory organization. In any disciplinary proceeding
by a self-regulatory organization (other than a summary
proceeding pursuant to paragraph (b) of this subsection) the self-
regulatory organization shall bring specific charges, provide
notice to the person charged, afford the person charged with an
opportunity to defend against the charges, and keep a record of
the proceedings. A determination to impose a disciplinary
sanction shall be supported by a written statement of the offense,
a summary of the evidence presented and a statement of the
sanction imposed.
(b) A self-regulatory organization may summarily: (i) Suspend a

member, participant or person associated with a member who has
been or is expelled or suspended from any other self-regulatory
organization; or (ii) Suspend a member who the self-regulatory
organization finds to be in such financial or operating difficulty
that the member or participant cannot be permitted to continue
to do business as a member with safety to investors, creditors,
other members, participants or the self-regulatory
organization: Provided,That the self-regulatory organization
immediately notifies the Commission of the action taken. Any
person aggrieved by a summary action pursuant to this paragraph
shall be promptly afforded an opportunity for a hearing by the
association in accordance with the provisions of paragraph (a) of
this subsection. The Commission, by order, may stay a summary
action on its own motion or upon application by any person
aggrieved thereby, if the Commission determines summarily or
after due notice and hearing (which hearing may consist solely of
the submission of affidavits or presentation of oral arguments)
that a stay is consistent with the public interest and the
protection of investors.
40.7. A self-regulatory organization shall promptly notify the

Commission of any disciplinary sanction on any member thereof
or participant therein, any denial of membership or participation
in such organization, or the imposition of any disciplinary
sanction on a person associated with a member or a bar of such
person from becoming so associated. Within thirty (30) days after
such notice, any aggrieved person may appeal to the Commission
from, or the Commission on its own motion within such period,
may institute review of, the decision of the self-regulatory
organization, at the conclusion of which, after due notice and
hearing (which may consist solely of review of the record before
the self-regulatory organization), the Commission shall affirm,
modify or set aside the sanction. In such proceeding the
Commission shall determine whether the aggrieved person has
engaged or omitted to engage in the acts and practices as found
by the self-regulatory organization, whether such acts and
practices constitute willful violations of this Code, any other law
administered by the Commission, the rules or regulations
thereunder, or the rules of the self-regulatory organization as
specified by such organization, whether such provisions were
applied in a manner consistent with the purposes of this Code,
and whether, with due regard for the public interest and the
protection of investors the sanction is excessive or oppressive.
40.8. The powers of the Commission under this section shall

apply to organized exchanges and registered clearing agencies.
CHAPTER XI
Acquisition and Transfer of Securities and
Settlement of Transactions in Securities
SEC. 41. Prohibition on Use of Unregistered Clearing Agency. - It

shall be unlawful for any broker, dealer, salesman, associated
person of a broker or dealer, or clearing agency, directly or
indirectly, to make use of any facility of a clearing agency in the
Philippines to make deliveries in connection with transactions in
securities or to reduce the number of settlements of securities
transactions or to allocate securities settlement responsibilities
or to provide for the central handling of securities so that
transfers, loans and pledges and similar transactions can be made
by bookkeeping entry or otherwise to facilitate the settlement of
securities transactions without physical delivery of securities
certificates, unless such clearing agency is registered as such
under Section 42 of this Code or is exempted from such
registration upon application by the clearing agency because, in
the opinion of the Commission, by reason of the limited volume
of transactions which are settled using the clearing agency, it is
not practicable and not necessary or appropriate in the public
interest or for the protection of investors to require such
registration.
SEC. 42. Registration of Clearing Agencies. – 42.1. Any clearing

agency may be registered as such with the Commission under the
terms and conditions hereinafter provided in this Section, by
filing an application for registration in such form and containing
such information and supporting documents as the Commission
by rule shall prescribe, including the following:
chanroblesvirtualawlibrary
(a) An undertaking to comply and enforce compliance by its

participants with the provisions of this Code, and any
amendment thereto, and the implementing rules or regulations
made or to be made thereunder, and the clearing agency’s rules;
(b) The organizational charts of the Exchange, its rules of

procedure, and a list of its officers and participants;
(c) Copies of the clearing agency’s rules.

42.2. No registration of a clearing agency shall be granted
unless the rules of the clearing agency include provision for: chanroblesvirtualaw library
(a) The expulsion, suspension, or disciplining of a participant

for violations of this Code, or any other Act administered by the
Commission, the rules, regulations, and orders thereunder, or the
clearing agency’s rules;
(b) A fair procedure for the disciplining of participants, the denial

of participation rights to any person seeking to be a participant,
and the prohibition or limitation of any person from access to
services offered by the clearing agency;
(c) The equitable allocation of reasonable dues, fees, and other

charges among participants;
(d) Prevention of fraudulent and manipulative acts and practices,

promotion of just and equitable principles of trade, and, in
general, protection of investors and the public interest; and
(e) The transparent, prompt and accurate clearance and

settlement of transactions in securities handled by the clearing
agency.
(f) The establishment and oversight of a fund to guarantee the

prompt and accurate clearance and settlement of transactions
executed on an exchange, including a requirement that members
each contribute an amount based on their volume and a relevant
percentage of the daily exposure of the four (4) largest trading
brokers which adequately reflects trading risks undertaken or
pursuant to another formula set forth in Commission rules or
regulations or order, upon application: Provided, however, That a
clearing agency engaged in the business of a securities depository
shall be exempt from this requirement. chan robles virtual law library
42.3. In the case of an application filed pursuant to this

Section, the Commission shall grant registration if it finds that
the requirements of this Code and the rules and regulations
thereunder with respect to the applicant have been satisfied, and
shall deny registration if it does not make such finding.
42.4. Upon appropriate application in accordance with the rules

and regulations of the Commission and upon such terms as the
Commission may deem necessary for the protection of investors,
a clearing agency may withdraw its registration or suspend its
operation or resume the same.
42.5. Section 32 of this Code shall apply to every registered

clearing agency.
SEC. 43. Uncertificated Securities. - Notwithstanding Section 63

of the Corporation Code of the Philippines: chanroblesvirtualaw library
43.1. A corporation whose securities are registered pursuant to

this Code or listed on a securities Exchange may: chanroblesvirtualaw library
(a) If so resolved by its Board of Directors and agreed by a

shareholder, investor or securities intermediary, issue shares to,
or record the transfer of some or all of its shares into the name of
said shareholders, investors or, securities intermediary in the
form of uncertificated securities. The use of uncertificated
securities in these circumstances shall be without prejudice to
the rights of the securities intermediary subsequently to require
the corporation to issue a certificate in respect of any shares
recorded in its name; and
(b) If so provided in its articles of incorporation and by-laws, issue

all of the shares of a particular class in the form of uncertificated
securities and subject to a condition that investors may not
require the corporation to issue a certificate in respect of any
shares recorded in their name. chan robles virtual law library
43.2. The Commission by rule may allow other corporations to

provide in their articles of incorporation and by-laws for the use
of uncertificated securities.
43.3. Transfers of securities, including an uncertificated

securities, may be validly made and consummated by appropriate
book-entries in the securities accounts maintained by securities
intermediaries, or in the stock and transfer book held by the
corporation or the stock transfer agent and such bookkeeping
entries shall be binding on the parties to the transfer. A transfer
under this subsection has the effect of the delivery of a security
in bearer form or duly indorsed in blank representing the quantity
or amount of security or right transferred, including the
unrestricted negotiability of that security by reason of such
delivery. However, transfer of uncertificated shares shall only be
valid, so far as the corporation is concerned, when a transfer is
recorded in the books of the corporation so as to show the names
of the parties to the transfer and the number of shares
transferred.
However, nothing in this Code shall preclude compliance by

banking and other institutions under the supervision of
the Bangko Sentral ng Pilipinas and their stockholders with the
applicable ceilings on shareholdings prescribed under pertinent
banking laws and regulations.
SEC. 44. Evidentiary Value of Clearing Agency Record. - The

official records and book entries of a clearing agency shall
constitute the best evidence of such transactions between
clearing agency and its participants and members, without
prejudice to the right of participants’ or members’ clients to
prove their rights, title and entitlement with respect to the book-
entry security holdings of the participants or members held on
behalf of the clients. However, the corporation shall not be bound
by the foregoing transactions unless the corporate secretary is
duly notified in such manner as the Commission may provide.
SEC. 45. Pledging a Security or Interest Therein. - In addition to

other methods recognized by law, a pledge of, or release of a
pledge of, a security, including an uncertificated security, is
properly constituted and the instrument proving the right
pledged shall be considered delivered to the creditor under
Articles 2093 and 2095 of the Civil Code if a securities
intermediary indicates by book-entry that such security has been
credited to a specially designated pledge account in favor of the
pledgee. A pledge under this subsection has the effect of the
delivery of a security in bearer form or duly indorsed in blank
representing the quantity or amount of such security or right
pledged. In the case of a registered clearing agency, the
procedures by which, and the exact time at which, such book-
entries are created shall be governed by the registered clearing
agency’s rules. However, the corporation shall not be bound by
the foregoing transactions unless the corporate secretary is duly
notified in such manner as the Commission may provide. chan robles virtual law library
SEC. 46. Issuer’s Responsibility for Wrongful Transfer to

Registered Clearing Agency. - The registration of a transfer of a
security into the name of and by a registered clearing agency or
its nominee shall be final and conclusive unless the clearing
agency had notice of an adverse claim before the registration was
made. The above provision shall be without prejudice to any
rights which the claimant may have against the issuer for
wrongful registration in such circumstances.
SEC. 47. Power of the Commission With Respect to
Securities Ownership. - The Commission is authorized, having
due regard to the public interest and the protection of investors,
to promulgate rules and regulations which:
47.1. Validate the transfer of securities by book-entries
rather than the delivery of physical certificates;
47.2. Establish when a person acquires a security or an
interest therein and when delivery of a security to a purchaser
occurs;
47.3.Establish which records constitute the best evidence of a

person’s interests in a security and the effect of any errors in
electronic records of ownership;
47.4. Codify the rights of investors who choose to hold their

securities indirectly through a registered clearing agency and/or
other securities intermediaries;
47.5. Codify the duties of securities intermediaries (including

clearing agencies) who hold securities on behalf of investors; and
47.6. Give first priority to any claims of a registered clearing

agency against a participant arising from a failure by the
participant to meet its obligations under the clearing agency’s
rules in respect of the clearing and settlement of transactions in
securities, in a dissolution of the participant, and any such rules
and regulations shall bind the issuers of the securities, investors
in the securities, any third parties with interests in the
securities, and the creditors of a participant of a registered
clearing agency.
CHAPTER XII
Margin and Credit
SEC. 48. Margin Requirements. - 48.1. For the purpose of

preventing the excessive use of credit for the purchase or
carrying of securities, the Commission, in accordance with the
credit and monetary policies that may be promulgated from time
to time by the Monetary Board of the Bangko Sentral ng
Pilipinas, shall prescribe rules and regulations with respect to the
amount of credit that may be extended on any security. For the
extension of credit, such rules and regulations shall be based
upon the following standard: chanroblesvirtualaw library
An amount not greater than whichever is the higher of -
(a) Sixty-five per centum (65%) of the current market price of the
security; or
(b) One hundred per centum (100%) of the lowest market price of
the security during the preceding thirty-six (36) calendar months,
but not more than seventy-five per centum (75%) of the current
market price.
However, the Monetary Board may increase or decrease the
above percentages, in order to achieve the objectives of the
Government with due regard for promotion of the economy and
prevention of the use of excessive credit.
Such rules and regulations may make appropriate provision with

respect to the carrying of undermargined accounts for limited
periods and under specified conditions; the withdrawal of funds
or securities; the transfer of accounts from one lender to another;
special or different margin requirements for delayed deliveries,
short sales, arbitrage transactions, and securities to which letter
(b) of the second paragraph of this subsection does not apply; the
bases and the methods to be used in calculating loans, and
margins and market prices; and similar administrative
adjustments and details.
48.2. No member of an Exchange or broker or dealer shall,

directly or indirectly, extend or maintain credit or arrange for the
extension or maintenance of credit to or for any customer: chan robles virtual law library
(a) On any security unless such credit is extended and

maintained in accordance with the rules and regulations which
the Commission shall prescribe under this Section including rules
setting credit in relation to net capital of such member, broker or
dealer;
(b) Without collateral or on any collateral other than securities,

except (i) to maintain a credit initially extended in conformity
with the rules and regulations of the Commission; and (ii) in cases
where the extension or maintenance of credit is not for the
purpose of purchasing or carrying securities or of evading or
circumventing the provisions of paragraph (a) of this subsection.
48.3. Any person not subject to Subsection 48.2 hereof shall
extend or maintain credit or arrange for the extension or
maintenance of credit for the purpose of purchasing or carrying
any security, only in accordance with such rules and regulations
as the Commission shall prescribe to prevent the excessive use of
credit for the purchasing or carrying of or trading in securities in
circumvention of the other provisions of this Section. Such rules
and regulations may impose upon all loans made for the purpose
of purchasing or carrying securities limitations similar to those
imposed upon members, brokers, or dealers by Subsection 48.2
and the rules and regulations thereunder. This subsection and
the rules and regulations thereunder shall not apply: (a) To a
credit extension made by a person not in the ordinary course of
business; (b) To a loan to a dealer to aid in the financing of the
distribution of securities to customers not through the medium of
an Exchange; or (c) To such other credit extension as the
Commission shall exempt from the operation of this subsection
and the rules and regulations thereunder upon specified terms
and conditions or for stated period.
SEC. 49. Restrictions on Borrowings by Members, Brokers, and

Dealers. - It shall be unlawful for any registered broker or dealer,
or member of an Exchange, directly or indirectly: chanroblesvirtualaw library
49.1. To permit in the ordinary course of business as a broker or

dealer his aggregate indebtedness including customers’ credit
balances, to exceed such percentage of the net capital (exclusive
of fixed assets and value of Exchange membership) employed in
the business, but not exceeding in any case two thousand per
centum(2,000%), as the Commission may by rules and regulations
prescribe as necessary or appropriate in the public interest or for
the protection of investors.
49.2. To pledge, mortgage, or otherwise encumber or arrange for

the pledge, mortgage or encumbrance of any security carried for
the account of any customer under circumstances: (a) That will
permit the commingling of his securities, without his written
consent, with the securities of any customer; (b) That will permit
such securities to be commingled with the securities of any
person other than abona fide customer; or (c) That will permit
such securities to be pledged, mortgaged or encumbered, or
subjected to any lien or claim of the pledgee, for a sum in excess
of the aggregate indebtedness of such customers in respect of
such securities. However, the Commission, having due regard to
the protection of investors, may, by rules and regulations, allow
certain transactions that may otherwise be prohibited under this
subsection.
49.3. To lend or arrange for the lending of any security carried for
the account of any customer without the written consent of such
customer or in contravention of such rules and regulations as the
Commission shall prescribe.
SEC. 50. Enforcement of Margin Requirements and
Restrictions on Borrowing. - To prevent indirect violations of the
margin requirements under Section 48, the broker or dealer shall
require the customer in non-margin transactions to pay the price
of the security purchased for his account within such period as
the Commission may prescribe, which shall in no case exceed the
prescribed settlement date. Otherwise, the broker shall sell the
security purchased starting on the next trading day but not
beyond ten (10) trading days following the last day for the
customer to pay such purchase price, unless such sale cannot be
effected within said period for justifiable reasons. The sale shall
be without prejudice to the right of the broker or dealer to
recover any deficiency from the customer. To prevent indirect
violation of the restrictions on borrowings under Section 49, the
broker shall, unless otherwise directed by the customer, pay the
net sales price of the securities sold for a customer within the
same period as above prescribed by the
Commission: Provided, That the customer shall be required to
deliver the instruments evidencing the securities as a condition
for such payment upon demand by the broker. chan robles virtual law library
CHAPTER XIII
General Provisions
SEC. 51. Liabilities of Controlling Persons, Aider and Abettor

and Other Secondary Liability. – 51.1. Every person who, by or
through stock ownership, agency, or otherwise, or in connection
with an agreement or understanding with one or more other
persons, controls any person liable under this Code or the rules or
regulations of the Commission thereunder, shall also be liable
jointly and severally with and to the same extent as such
controlled persons to any person to whom such controlled person
is liable, unless the controlling person proves that, despite the
exercise of due diligence on his part, he has no knowledge of the
existence of the facts by reason of which the liability of the
controlled person is alleged to exist.
51.2. It shall be unlawful for any person, directly or indirectly, to

do any act or thing which it would be unlawful for such person to
do under the provisions of this Code or any rule or regulation
thereunder. chan robles virtual law library
51.3. It shall be unlawful for any director or officer of, or any

owner of any securities issued by, any issuer required to file any
document, report or other information under this Code or any
rule or regulation of the Commission thereunder, without just
cause, to hinder, delay or obstruct the making or filing of any
such document, report, or information.
51.4. It shall be unlawful for any person to aid, abet, counsel,

command, induce or procure any violation of this Code, or any
rule, regulation or order of the Commission thereunder.
51.5. Every person who substantially assists the act or omission

of any person primarily liable under Sections 57, 58, 59 and 60 of
this Code, with knowledge or in reckless disregard that such act
or omission is wrongful, shall be jointly and severally liable as an
aider and abettor for damages resulting from the conduct of the
person primarily liable: Provided, however, That an aider and
abettor shall be liable only to the extent of his relative
contribution in causing such damages in comparison to that of
the person primarily liable, or the extent to which the aider and
abettor was unjustly enriched thereby, whichever is greater.
SEC. 52. Accounts and Records, Reports, Examination of

Exchanges, Members, and Others. - 52.1. Every registered
Exchange, broker or dealer, transfer agent, clearing agency,
securities association, and other self-regulatory organization, and
every other person required to register under this Code, shall
make, keep and preserve for such periods, records, furnish such
copies thereof, and make such reports, as the Commission by its
rules and regulations may prescribe. Such accounts,
correspondence, memoranda, papers, books, and other records
shall be subject at any time to such reasonable periodic, special
or other examinations by representatives of the Commission as
the Commission may deem necessary or appropriate in the public
interest or for the protection of investors.
52.2. Any broker, dealer or other person extending credit, who is
subject to the rules and regulations prescribed by the
Commission pursuant to this Code, shall make such reports to
the Commission as may be necessary or appropriate to enable it
to perform the functions conferred upon it by this Code.
52.3. For purposes of this Section, the term “records” refers to

accounts, correspondence, memoranda, tapes, discs, papers,
books and other documents or transcribed information of any
type, whether written or electronic in character.
SEC. 53. Investigations, Injunctions and Prosecution of

Offenses . - 53.1. The Commission may, in its discretion, make
such investigations as it deems necessary to determine whether
any person has violated or is about to violate any provision of
this Code, any rule, regulation or order thereunder, or any rule of
an Exchange, registered securities association, clearing agency,
other self-regulatory organization, and may require or permit any
person to file with it a statement in writing, under oath or
otherwise, as the Commission shall determine, as to all facts and
circumstances concerning the matter to be investigated. The
Commission may publish information concerning any such
violations, and to investigate any fact, condition, practice or
matter which it may deem necessary or proper to aid in the
enforcement of the provisions of this Code, in the prescribing of
rules and regulations thereunder, or in securing information to
serve as a basis for recommending further legislation concerning
the matters to which this Code relates: Provided, however, That
any person requested or subpoenaed to produce documents or
testify in any investigation shall simultaneously be notified in
writing of the purpose of such investigation: Provided,
further, That all criminal complaints for violations of this Code,
and the implementing rules and regulations enforced or
administered by the Commission shall be referred to the
Department of Justice for preliminary investigation and
prosecution before the proper court: Provided, furthermore, That
in instances where the law allows independent civil or criminal
proceedings of violations arising from the same act, the
Commission shall take appropriate action to implement the
same: Provided, finally, That the investigation, prosecution, and
trial of such cases shall be given priority.
53.2. For the purpose of any such investigation, or any other

proceeding under this Code, the Commission or any officer
designated by it is empowered to administer oaths and
affirmations,subpoena witnesses, compel attendance, take
evidence, require the production of any book, paper,
correspondence, memorandum, or other record which the
Commission deems relevant or material to the inquiry, and to
perform such other acts necessary in the conduct of such
investigation or proceedings.
53.3. Whenever it shall appear to the Commission that any

person has engaged or is about to engage in any act or practice
constituting a violation of any provision of this Code, any rule,
regulation or order thereunder, or any rule of an Exchange,
registered securities association, clearing agency or other self-
regulatory organization, it may issue an order to such person to
desist from committing such act or practice: Provided,
however, That the Commission shall not charge any person with
violation of the rules of an Exchange or other self regulatory
organization unless it appears to the Commission that such
Exchange or other self-regulatory organization is unable or
unwilling to take action against such person. After finding that
such person has engaged in any such act or practice and that
there is a reasonable likelihood of continuing, further or future
violations by such person, the Commission may issue ex-parte a
cease and desist order for a maximum period of ten (10) days,
enjoining the violation and compelling compliance with such
provision. The Commission may transmit such evidence as may
be available concerning any violation of any provision of this
Code, or any rule, regulation or order thereunder, to the
Department of Justice, which may institute the appropriate
criminal proceedings under this Code.
53.4. Any person who, within his power but without cause, fails or
refuses to comply with any lawful order, decision
or subpoenaissued by the Commission under Subsection 53.2 or
Subsection 53.3 or Section 64 of this Code, shall after due notice
and hearing, be guilty of contempt of the Commission. Such
person shall be fined in such reasonable amount as the
Commission may determine, or when such failure or refusal is a
clear and open defiance of the Commission’s order, decision
or subpoena, shall be detained under an arrest order issued by the
Commission, until such order, decision or subpoena is complied
with.chan robles virtual law library
SEC. 54. Administrative Sanctions. - 54.1. If, after due notice and
hearing, the Commission finds that: (a) There is a violation of this
Code, its rules, or its orders; (b) Any registered broker or dealer,
associated person thereof has failed reasonably to supervise, with
a view to preventing violations, another person subject to
supervision who commits any such violation; (c) Any registrant or
other person has, in a registration statement or in other reports,
applications, accounts, records or documents required by law or
rules to be filed with the Commission, made any untrue
statement of a material fact, or omitted to state any material fact
statements therein not misleading; or, in the case of an
underwriter, has failed to conduct an inquiry with reasonable
diligence to insure that a registration statement is accurate and
complete in all material respects; or (d) Any person has refused to
permit any lawful examinations into its affairs, it shall, in its
discretion, and subject only to the limitations hereinafter
prescribed, impose any or all of the following sanctions as may be
appropriate in light of the facts and circumstances: chanroblesvirtualaw library
(i) Suspension, or revocation of any registration for the

offering of securities;
(ii) A fine of no less than Ten thousand pesos (P10,000.00) nor

more than One million pesos (P1,000,000.00) plus not more than
Two thousand pesos (P2,000.00) for each day of continuing
violation;
(iii) In the case of a violation of Sections 19.2, 20, 24, 26 and 27,
disqualification from being an officer, member of the Board of
Directors, or person performing similar functions, of an issuer
required to file reports under Section 17 of this Code or any other
act, rule or regulation administered by the Commission;
(iv) In the case of a violation of Section 34, a fine of no more than

three (3) times the profit gained or loss avoided as a result of the
purchase, sale or communication proscribed by such Section; and
(v) Other penalties within the power of the Commission to

impose.
54.2. The imposition of the foregoing administrative
sanctions shall be without prejudice to the filing of criminal
charges against the individuals responsible for the violation.
54.3. The Commission shall have the power to issue writs of

execution to enforce the provisions of this Section and to enforce
payment of the fees and other dues collectible under this Code.
SEC. 55. Settlement Offers. – 55.1. At any time, during an

investigation or proceeding under this Code, parties being
investigated and/or charged may propose in writing an offer of
settlement with the Commission.
55.2. Upon receipt of such offer of settlement, the Commission
may consider the offer based on timing, the nature of the
investigation or proceeding, and the public interest.
55.3. The Commission may only agree to a settlement offer based

on its findings that such settlement is in the public interest. Any
agreement to settle shall have no legal effect until publicly
disclosed. Such decision may be made without a determination of
guilt on the part of the person making the offer.
55.4. The Commission shall adopt rules and procedures governing

the filing, review, withdrawal, form of rejection and acceptance of
such offers.
SEC. 56. Civil Liabilities on Account of False Registration

Statement. - 56.1. Any person acquiring a security, the
registration statement of which or any part thereof contains on
its effectivity an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to
make such statements not misleading, and who suffers damage,
may sue and recover damages from the following enumerated
persons, unless it is proved that at the time of such acquisition
he knew of such untrue statement or omission: chan robles virtual law library
(a) The issuer and every person who signed the registration
statement;
(b) Every person who was a director of, or any other person
performing similar functions, or a partner in, the issuer at the
time of the filing of the registration statement or any part,
supplement or amendment thereof with respect to which his
liability is asserted;
(c) Every person who is named in the registration statement
as being or about to become a director of, or a person performing
similar functions, or a partner in, the issuer and whose written
consent thereto is filed with the registration statement;
(d) Every auditor or auditing firm named as having certified
any financial statements used in connection with the registration
statement or prospectus.
(e) Every person who, with his written consent, which shall
be filed with the registration statement, has been named as
having prepared or certified any part of the registration
statement, or as having prepared or certified any report or
valuation which is used in connection with the registration
statement, with respect to the statement, report, or valuation,
which purports to have been prepared or certified by him.
(f) Every selling shareholder who contributed to and certified
as to the accuracy of a portion of the registration statement, with
respect to that portion of the registration statement which
purports to have been contributed by him.
(g) Every underwriter with respect to such security.
56.2. If the person who acquired the security did so after the
issuer has made generally available to its security holders an
income statement covering a period of at least twelve months
beginning from the effective date of the registration statement,
then the right of recovery under this subsection shall be
conditioned on proof that such person acquired the security
relying upon such untrue statement in the registration statement
or relying upon the registration statement and not knowing of
such income statement, but such reliance may be established
without proof of the reading of the registration statement by such
person.
SEC. 57. Civil Liabilities Arising in Connection With Prospectus,

Communications and Reports. - 57.1. Any person who: cha nroblesvirtualaw library
(a) Offers to sell or sells a security in violation of Chapter III;

or
(b) Offers to sell or sells a security, whether or not exempted
by the provisions of this Code, by the use of any means or
instruments of transportation or communication, by means of a
prospectus or other written or oral communication, which
includes an untrue statement of a material fact or omits to state
a material fact necessary in order to make the statements, in the
light of the circumstances under which they were made, not
misleading (the purchaser not knowing of such untruth or
omission), and who shall fail in the burden of proof that he did
not know, and in the exercise of reasonable care could not have
known, of such untruth or omission, shall be liable to the person
purchasing such security from him, who may sue to recover the
consideration paid for such security with interest thereon, less
the amount of any income received thereon, upon the tender of
such security, or for damages if he no longer owns the security.
57.2. Any person who shall make or cause to be made any
statement in any report, or document filed pursuant to this Code
or any rule or regulation thereunder, which statement was at the
time and in the light of the circumstances under which it was
made false or misleading with respect to any material fact, shall
be liable to any person who, not knowing that such statement was
false or misleading, and relying upon such statements shall have
purchased or sold a security at a price which was affected by such
statement, for damages caused by such reliance, unless the
person sued shall prove that he acted in good faith and had no
knowledge that such statement was false or misleading. chan robles virtual law library
SEC. 58. Civil Liability For Fraud in Connection With Securities
Transactions. - Any person who engages in any act or transaction
in violation of Sections 19.2, 20 or 26, or any rule or regulation of
the Commission thereunder, shall be liable to any other person
who purchases or sells any security, grants or refuses to grant
any proxy, consent or authorization, or accepts or declines an
invitation for tender of a security, as the case may be, for the
damages sustained by such other person as a result of such act or
transaction.
SEC. 59. Civil Liability For Manipulation of Security Prices.
- Any person who willfully participates in any act or transaction
in violation of Section 24 shall be liable to any person who shall
purchase or sell any security at a price which was affected by
such act or transaction, and the person so injured may sue to
recover the damages sustained as a result of such act or
transaction.
SEC. 60. Civil Liability With Respect to Commodity Futures

Contracts and Pre-need Plans. - 60.1. Any person who engages in
any act or transaction in willful violation of any rule or regulation
promulgated by the Commission under Section 11 or 16, which
the Commission denominates at the time of issuance as intended
to prohibit fraud in the offer and sale of pre-need plans or to
prohibit fraud, manipulation, fictitious transactions, undue
speculation, or other unfair or abusive practices with respect to
commodity future contracts, shall be liable to any other person
sustaining damage as a result of such act or transaction.
60.2. As to each such rule or regulation so denominated, the

Commission by rule shall prescribe the elements of proof required
for recovery and any limitations on the amount of damages that
may be imposed.
SEC. 61. Civil Liability on Account of Insider Trading. -
61.1. Any insider who violates Subsection 27.1 and any person in
the case of a tender offer who violates Subsection 27.4 (a)(i), or
any rule or regulation thereunder, by purchasing or selling a
security while in possession of material information not generally
available to the public, shall be liable in a suit brought by any
investor who, contemporaneously with the purchase or sale of
securities that is the subject of the violation, purchased or sold
securities of the same class unless such insider, or such person in
the case of a tender offer, proves that such investor knew the
information or would have purchased or sold at the same price
regardless of disclosure of the information to him.
61.2. An insider who violates Subsection 27.3 or any person in

the case of a tender offer who violates Subsection 27.4 (a), or any
rule or regulation thereunder, by communicating material non-
public information, shall be jointly and severally liable under
Subsection 61.1 with, and to the same extent as, the insider, or
person in the case of a tender offer, to whom the communication
was directed and who is liable under Subsection 61.1 by reason of
his purchase or sale of a security.
SEC. 62. Limitation of Actions. - 62.1. No action shall be

maintained to enforce any liability created under Section 56 or
57 of this Code unless brought within two (2) years after the
discovery of the untrue statement or the omission, or, if the
action is to enforce a liability created under Subsection 57.1(a),
unless brought within two (2) years after the violation upon which
it is based. In no event shall any such action be brought to
enforce a liability created under Section 56 or Subsection 57.1 (a)
more than five (5) years after the security was bona fide offered
to the public, or under Subsection 57.1 (b) more than five (5)
years after the sale.
62.2. No action shall be maintained to enforce any liability

created under any other provision of this Code unless brought
within two (2) years after the discovery of the facts constituting
the cause of action and within five (5) years after such cause of
action accrued.
SEC. 63. Amount of Damages to be Awarded. - 63.1. All suits to

recover damages pursuant to Sections 56, 57, 58, 59, 60 and 61
shall be brought before the Regional Trial Court, which shall have
exclusive jurisdiction to hear and decide such suits. The Court is
hereby authorized to award damages in an amount not exceeding
triple the amount of the transaction plus actual damages.
Exemplary damages may also be awarded in cases of bad faith,

fraud, malevolence or wantonness in the violation of this Code or
the rules and regulations promulgated thereunder.
The Court is also authorized to award attorney’s fees not

exceeding thirty percentum (30%) of the award.
63.2. The persons specified in Sections 56, 57, 58, 59, 60 and 61
hereof shall be jointly and severally liable for the payment of
damages. However, any person who becomes liable for the
payment of such damages may recover contribution from any
other person who, if sued separately, would have been liable to
make the same payment, unless the former was guilty of
fraudulent representation and the latter was not.
63.3. Notwithstanding any provision of law to the contrary, all

persons, including the issuer, held liable under the provisions of
Sections 56, 57, 58, 59, 60 and 61 shall contribute equally to the
total liability adjudged herein. In no case shall the principal
stockholders, directors and other officers of the issuer or persons
occupying similar positions therein, recover their contribution to
the liability from the issuer. However, the right of the issuer to
recover from the guilty parties the amount it has contributed
under this Section shall not be prejudiced.
SEC. 64. Cease and Desist Order. – 64.1. The Commission, after
proper investigation or verification, motu proprio, or upon
verified complaint by any aggrieved party, may issue a cease and
desist order without the necessity of a prior hearing if in its
judgment the act or practice, unless restrained, will operate as a
fraud on investors or is otherwise likely to cause grave or
irreparable injury or prejudice to the investing public.
64.2. Until the Commission issues a cease and desist order, the
fact that an investigation has been initiated or that a complaint
has been filed, including the contents of the complaint, shall be
confidential. Upon issuance of a cease and desist order, the
Commission shall make public such order and a copy thereof shall
be immediately furnished to each person subject to the order.
64.3. Any person against whom a cease and desist order was
issued may, within five (5) days from receipt of the order, file a
formal request for a lifting thereof. Said request shall be set for
hearing by the Commission not later than fifteen (15) days from
its filing and the resolution thereof shall be made not later than
ten (10) days from the termination of the hearing. If the
Commission fails to resolve the request within the time herein
prescribed, the cease and desist order shall automatically be
lifted.
SEC. 65. Substituted Service Upon the Commission. - Service of

summons or other process shall be made upon the Commission in
actions or legal proceedings against an issuer or any person liable
under this Code who is not domiciled in the Philippines. Upon
receipt by the Commission of such summons, the Commission
shall within ten (10) days thereafter, transmit by registered mail a
copy of such summons and the complaint or other legal process
to such issuer or person at his last known address or principal
office. The sending thereof by the Commission, the expenses for
which shall be advanced by the party at whose instance it is
made, shall complete such service.
SEC. 66. Revelation of Information Filed with the Commission. –

66.1. All information filed with the Commission in compliance
with the requirements of this Code shall be made available to any
member of the general public, upon request, in the premises and
during regular office hours of the Commission, except as set forth
in this Section.
66.2. Nothing in this Code shall be construed to require, or to

authorize the Commission to require, the revealing of trade
secrets or processes in any application, report, or document filed
with the Commission.
66.3. Any person filing any such application, report or document

may make written objection to the public disclosure of
information contained therein, stating the grounds for such
objection, and the Commission may hear objections as it deems
necessary. The Commission may, in such cases, make available
to the public the information contained in any such application,
report, or document only when a disclosure of such information is
required in the public interest or for the protection of investors;
and copies of information so made available may be furnished to
any person having a legitimate interest therein at such
reasonable charge and under such reasonable limitations as the
Commission may prescribe.
66.4. It shall be unlawful for any member, officer, or employee of

the Commission to disclose to any person other than a member,
officer or employee of the Commission or to use for personal
benefit, any information contained in any application, report, or
document filed with the Commission which is not made available
to the public pursuant to Subsection 66.3.
66.5. Notwithstanding anything in Subsection 66.4 to the

contrary, on request from a foreign enforcement authority of any
country whose laws grant reciprocal assistance as herein
provided, the Commission may provide assistance in accordance
with this subsection, including the disclosure of any information
filed with or transmitted to the Commission, if the requesting
authority states that it is conducting an investigation which it
deems necessary to determine whether any person has violated,
is violating, or is about to violate any laws relating to securities
or commodities matters that the requesting authority
administers or enforces. Such assistance may be provided without
regard to whether the facts stated in the request would also
constitute a violation of law of the Philippines.
SEC. 67. Effect of Action of Commission and Unlawful

Representations with Respect Thereto. - 67.1. No action or failure
to act by the Commission in the administration of this Code shall
be construed to mean that the Commission has in any way passed
upon the merits of or given approval to any security or any
transaction or transactions therein, nor shall such action or
failure to act with regard to any statement or report filed with or
examined by the Commission pursuant to this Code or the rules
and regulations thereunder to be deemed a finding by the
Commission that such statements or report is true and accurate
on its face or that it is not false or misleading. It shall be unlawful
to make, or cause to be made, to any prospective purchaser or
seller of a security any representation that any such action or
failure to act by the Commission is to be so construed or has such
effect.
67.2. Nothing contained in Subsection 67.1 shall, however, be

construed as an exemption from liability of an employee or officer
of the Commission for any nonfeasance, misfeasance or
malfeasance in the discharge of his official duties.
SEC. 68. Special Accounting Rules. – The Commission shall have

the authority to make, amend, and rescind such accounting rules
and regulations as may be necessary to carry out the provisions
of this Code, including rules and regulations governing
registration statements and prospectuses for various classes of
securities and issuers, and defining accounting, technical and
trade terms used in this Code. Among other things, the
Commission may prescribe the form or forms in which required
information shall be set forth, the items or details to be shown in
the balance sheet and income statement, and the methods to be
followed in the preparation of accounts, appraisal or valuation of
assets and liabilities, determination of depreciation and
depletion, differentiation of recurring and non-recurring income,
differentiation of investment and operating income, and in the
preparation, where the Commission deems it necessary or
desirable, of consolidated balance sheets or income accounts of
any person directly or indirectly controlling or controlled by the
issuer, or any person under direct or indirect common control
with, the issuer.
SEC. 69. Effect on Existing Law. - The rights and remedies
provided by this Code shall be in addition to any and all other
rights and remedies that may now exist. However, except as
provided in Sections 56 and 63 hereof, no person permitted to
maintain a suit for damages under the provisions of this Code
shall recover, through satisfaction of judgment in one or more
actions, a total amount in excess of his actual damages on
account of the act complained of:Provided, That exemplary
damages may be awarded in cases of bad faith, fraud, malevolence
or wantonness in the violation of this Code or the rules and
regulations promulgated thereunder.
SEC. 70. Judicial Review of Commission Orders. - Any person

aggrieved by an order of the Commission may appeal the order to
the Court of Appeals by petition for review in accordance with the
pertinent provisions of the Rules of Court.
SEC. 71. Validity of Contracts. - 71.1. Any condition,
stipulation, provision binding any person to waive compliance
with any provision of this Code or of any rule or regulation
thereunder, or of any rule of an Exchange required thereby, as
well as the waiver itself, shall be void.
71.2. Every contract made in violation of any provision of
this Code or of any rule or regulation thereunder, and every
contract, including any contract for listing a security on an
Exchange heretofore or hereafter made, the performance of which
involves the violation of, or the continuance of any relationship
or practice in violation of, any provision of this Code, or any rule
or regulation thereunder, shall be void:
(a) As regards the rights of any person who, in violation of

any such provision, rule or regulation, shall have made or
engaged in the performance of any such contract; and
(b) As regards the rights of any person who, not being a party to
such contract, shall have acquired any right thereunder with
actual knowledge of the facts by reason of which the making or
performance of such contract was in violation of any such
provision, rule or regulation.
71.3. Nothing in this Code shall be construed: chanroblesvirtualaw library
(a) To affect the validity of any loan or extension of credit

made or of any lien created prior or subsequent to the effectivity
of this Code, unless at the time of the making of such loan or
extension of credit or the creating of such lien, the person
making such loan or extension of credit or acquiring such lien
shall have actual knowledge of the facts by reason of which the
making of such loan or extension of credit or the acquisition of
such lien is a violation of the provisions of this Code or any rules
or regulations thereunder; or
(b) To afford a defense to the collection of any debt, obligation or
the enforcement of any lien by any person who shall have
acquired such debt, obligation or lien in good faith, for value and
without actual knowledge of the violation of any provision of this
Code or any rule or regulation thereunder affecting the legality of
such debt, obligation or lien.
SEC. 72. Rules and Regulations; Effectivity. - 72.1. This
Code shall be self-executory. To effect the provisions and
purposes of this Code, the Commission may issue, amend, and
rescind such rules and regulations and orders necessary or
appropriate, including rules and regulations defining accounting,
technical, and trade terms used in this Code, and prescribing the
form or forms in which information required in registration
statements, applications, and reports to the Commission shall be
set forth. For purposes of its rules or regulations, the Commission
may classify persons, securities, and other matters within its
jurisdiction, prescribe different requirements for different classes
of persons, securities, or matters, and by rule or order,
conditionally or unconditionally exempt any person, security, or
transaction, or class or classes of persons, securities or
transactions, from any or all provisions of this Code.
Failure on the part of the Commission to issue rules and

regulations shall not in any manner affect the self-executory
nature of this Code.
72.2. The Commission shall promulgate rules and regulations

providing for reporting, disclosure and the prevention of
fraudulent, deceptive or manipulative practices in connection
with the purchase by an issuer, by tender offer or otherwise, of
and equity security of a class issued by it that satisfies the
requirements of Subsection 17.2. Such rules and regulations may
require such issuer to provide holders of equity securities of such
dates with such information relating to the reasons for such
purchase, the source of funds, the number of shares to be
purchased, the price to be paid for such securities, the method of
purchase and such additional information as the Commission
deems necessary or appropriate in the public interest or for the
protection of investors, or which the Commission deems to be
material to a determination by holders whether such security
should be sold.
72.3. For the purpose of Subsection 72.2, a purchase by or for the

issuer or any person controlling, controlled by, or under common
control with the issuer, or a purchase subject to the control of
the issuer or any such person, shall be deemed to be a purchased
by the issuer. The Commission shall have the power to make
rules and regulations implementing this subsection, including
exemptive rules and regulations covering situations in which the
Commission deems it unnecessary or inappropriate that a
purchase of the type described in this subsection shall be deemed
to be a purchase by the issuer for the purpose of some or all of
the provisions of Subsection 72.2.
72.4. The rules and regulations promulgated by the Commission

shall be published in two (2) newspapers of general circulation in
the Philippines, and unless otherwise prescribed by the
Commission, the same shall be effective fifteen (15) days after the
date of the last publication.
SEC. 73. Penalties. - Any person who violates any of the

provisions of this Code, or the rules and regulations promulgated
by the Commission under authority thereof, or any person who,
in a registration statement filed under this Code, makes any
untrue statement of a material fact or omits to state any material
fact required to be stated therein or necessary to make the
statements therein not misleading, shall, upon conviction, suffer
a fine of not less than Fifty thousand pesos (P50,000.00) nor
more than Five million pesos (P5,000,000.00) or imprisonment of
not less than seven (7) years nor more than twenty- one (21)
years, or both in the discretion of the court. If the offender is a
corporation, partnership or association or other juridical entity,
the penalty may in the discretion of the court be imposed upon
such juridical entity and upon the officer or officers of the
corporation, partnership, association or entity responsible for the
violation, and if such officer is an alien, he shall in addition to
the penalties prescribed, be deported without further proceedings
after service of sentence.
SEC. 74. Transitory Provisions. - The Commission, as organized

under existing laws, shall continue to exist and exercise its
powers, functions and duties under such laws and this
Code: Provided, That until otherwise mandated by a subsequent
law, the Commission shall continue to regulate and supervise
commodity futures contracts as provided in Section 11 and pre-
need plans and the pre-need industry as provided in Section 16 of
this Code.
All further requirements herein shall be complied with upon

approval of this Code: Provided, however, That compliance may
be deferred for such reasonable time as the Commission may
determine but not to exceed one (1) year from approval of this
Code:Provided, further, That securities which are being offered at
the time of effectivity of this Code pursuant to an effective
registration and permit, may continue to be offered and sold in
accordance with the provisions of the Revised Securities Act in
effect immediately prior to approval of this Code.
All unexpended funds for the calendar year, properties,

equipment and records of the Securities and Exchange
Commission are hereby retained by the Commission as
reorganized under this Code and the amount of Two hundred
million (P200,000,000.00) or such amount necessary to carry out
the reorganization provided in this Code is hereby appropriated.
All employees of the Commission who voluntarily retire or are

separated from the service with the Commission and whose
retirement or separation has been approved by the Commission,
shall be paid retirement or separation benefits and other
entitlements granted under existing laws.
SEC. 75. Partial Use Of Income. - To carry out the purposes of

this Code, the Commission is hereby authorized, in addition to its
annual budget, to retain and utilize an amount equal to one
hundred million pesos (P100,000,000.00) from its income.
The use of such additional amount shall be subject to the auditing

requirements, standards and procedures under existing laws.
SEC. 76. Repealing Clause. - TheRevised Securities Act (Batas

Pambansa Blg. 178), as amended, in its entirety, and Sections 2, 4
and 8 of Presidential Decree 902-A as amended, are hereby
repealed. All other laws, orders, rules and regulations, or parts
thereof, inconsistent with any provision of this Code are hereby
repealed or modified accordingly.
SEC. 77. Separability Clause. - If any portion or provision of this

Code is declared unconstitutional or invalid, the other portions or
provisions hereof, which are not affected thereby shall continue
in full force and effect.
SEC. 78. Effectivity. - This Code shall take effect fifteen (15) days
after its publication in the Official Gazette or in two (2)
newspapers of general circulation.
Approved: July 19, 2000
JOSEPH E. ESTRADA
President of the Philippines

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REPUBLIC ACT NO.

SECTION 1. Title. – This shall be known as “The Securities

SEC. 2. Declaration of State Policy. – The State shall establish a

To achieve these ends, this Securities Regulation Code is hereby

SEC. 3. Definition of Terms. –

3.1. “Securities” are shares, participation or interests in a

3.5. “Associated person of a broker or dealer” is an employee

3.6. “Clearing Agency” is any person who acts as intermediary in

3.7. “Exchange” is an organized marketplace or facility that

3.9. “Pre-Need Plans” are contracts which provide for the

3.10. “Promoter” is a person who, acting alone or with others,

3.12. “Registration statement” is the application for the

3.13. “Salesman” is a natural person, employed as such or as an

3.14. “Uncertificated security” is a security evidenced by

3.15. “Underwriter” is a person who guarantees on a firm

SEC. 4. Administrative Agency. -

4.1. This Code shall be administered by the Securities and

4.2. The Commissioners must be natural-born citizens of the

4.3. The Chairperson is the chief executive officer of the

4.4. The salary of the Chairperson and the Commissioners shall

4.6. The Commission may, for purposes of efficiency, delegate

SEC. 5. Powers and Functions of the Commission.- 5.1. The

(b) Formulate policies and recommendations on issues concerning

(c) Approve, reject, suspend, revoke or require amendments to

(d) Regulate, investigate or supervise the activities of persons to

(e) Supervise, monitor, suspend or take over the activities of

(g) Prepare, approve, amend or repeal rules, regulations and

(j) Punish for contempt of the Commission, both direct and

(k) Compel the officers of any registered corporation or

(l) Issue subpoena duces tecum and summon witnesses to appear

(m) Suspend, or revoke, after proper notice and hearing the

(n) Exercise such other powers as may be provided by law as well

SEC. 6. Indemnification and Responsibilities of Commissioners.-

In the event of settlement or compromise, indemnification shall

The costs and expenses incurred in defending the aforementioned

6.2. The Commissioners, officers and employees of the

SEC. 7. Reorganization.- 7.1. To achieve the goals of this Code,

7.2. All positions of the Commission shall be governed by a

SEC. 8. Requirement of Registration of Securities. – 8.1.

8.2. The Commission may conditionally approve the registration

8.4. A record of the registration of securities shall be kept in a

8.5. The Commission may audit the financial statements, assets

SEC. 9. Exempt Securities. -

(a) Any security issued or guaranteed by the Government of

(b) Any security issued or guaranteed by the government of any

(c) Certificates issued by a receiver or by a trustee in bankruptcy

(d) Any security or its derivatives the sale or transfer of which, by

SEC. 10. Exempt Transactions. - 10.1. The requirement of

(a) At any judicial sale, or sale by an executor, administrator,

(b) By or for the account of a pledge holder, or mortgagee or any

(c) An isolated transaction in which any security is sold, offered

(d) The distribution by a corporation, actively engaged in the

(e) The sale of capital stock of a corporation to its own

(f) The issuance of bonds or notes secured by mortgage upon real

(h) Broker’s transactions, executed upon customer’s orders, on

(i) Subscriptions for shares of the capital stock of a corporation

(j) The exchange of securities by the issuer with its existing

(k) The sale of securities by an issuer to fewer than twenty (20)

(l) The sale of securities to any number of the following qualified