Shelf registration rules for capital raising eased

The Securities and Exchange Commission has expanded the validity of shelf registration offerings and simplified procedures to provide companies with greater flexibility and efficiency in raising capital.

On Sept. 19, the commission issued Memorandum Circular No. 12, Series of 2025, amending provisions on delayed and continuous offering and sale of securities under Rule 8.1.2 of the 2015 Implementing Rules and Regulations of the Securities Regulation Code.

The amendment extends the validity of securities registration for continuous or delayed offerings to five years, up from three years, effective from the date of the registration statement under which they are being offered or sold.

“Timing is a crucial component that could determine how a public offering will perform,” SEC Chairperson Francis Lim said.

“Beyond improving access to the capital market, we want to make it easier for companies to maximize the advantages of tapping the capital market by taking this into account,” he added.

“With the enhanced shelf registration framework, companies now have more flexibility in issuing their securities, allowing them to align their strategies better with market conditions,” Lim said.

The guidelines also reduced and streamlined documentary requirements for securing a permit to sell for each tranche after the initial offering.

Companies will only need to submit a signed and notarized SEC Form 12-1-SR with annexes, an updated offering supplement or prospectus, and a sworn certificate of no material change from previously approved documents.

For tranches offered within one year of the initial or last issuance, applications must be filed at least seven calendar days before the start of the offer if no new financial statements are required under Rule 68.

If updated financial statements are needed, the filing must be made at least 30 calendar days before the offer begins.

Subsequent tranches offered more than one year after the initial or last issuance must also be filed 30 days before the sale starts.

The review period will begin upon complete submission of requirements and payment of registration fees, which will be charged per tranche and proportional to the issued value.

The amendments will apply to all approved and valid shelf registration statements, with the remaining validity period to be counted from the effectivity date of the initial registration.