PHILIPPINES Law and Practice Contributed by: Francis L. Fragante and Jennifer Marie G. Castro, Cruz Marcelo & Tenefrancia
• sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or substantially all of the corporate property and assets; • investment of corporate funds in another corpora - tion or business or for any other purpose; • issuance of stock dividends; • certain instances involving a management contract; • delegation of authority to the board of directors to amend the by-Laws; • merger or consolidation; and • voluntary dissolution where creditors are affected. 4.3 Disclosure and Reporting Obligations Other than disclosure through the General Informa - tion Sheet and Beneficial Ownership Declaration (described in 4.1 Corporate Governance Framework ), there are generally no disclosure requirements spe - cially applicable to FDI. Foreign investors may register their investment with the Bangko Sentral ng Pilipinas (BSP), but this is not mandatory. Such registration of foreign investments with the BSP is only required if the foreign exchange needed to service the repatriation of capital and/or remittance of dividends, profits and earnings which accrue thereon shall be sourced from the Philippine banking system. Foreign exchange needed for capital repatriation and remittance of dividends, profits and earnings of unreg - istered foreign investment may be sourced outside of the banking system. 5. Capital Markets 5.1 Capital Markets Overview The primary regulator of securities, corporations and capital market participants is the SEC. The Philippine Stock Exchange (PSE), a shareholder- based and revenue-earning corporation, is the only stock exchange in the Philippines. It is classified as a self-regulatory organisation (SRO), meaning that it can implement its own rules and establish penalties on erring trade participants (TPs) and publicly listed companies. In addition, the Capital Markets Integrity Corporation (CMIC), which is also licensed as an SRO, provides audit, surveillance and compliance oversight over TPs and listed companies.
As SROs, the PSE and CMIC can adopt their own rules with the prior approval of the SEC, enforce com - pliance by trading participants and listed companies with those rules, and impose penalties on erring TPs and listed companies. To a certain extent, PSE exer - cises disciplinary authority over other market partici - pants determined by the PSE to be responsible for offer-related violations. However, the PSE and CMIC remain under the oversight of the SEC. In a 2024 publication of the Organization for Eco - nomic Co-operation and Development (OECD), the equity market in the Philippines was described as lacking “the consistent dynamism of other Asian economies, with both the amounts of capital raised and the number of offerings failing to achieve steady growth”. Particularly, it was stated that “IPO activity has been substantially lower in the Philippines than in peer countries both in terms of the number of IPOs and capital raised. Regarding the non-financial sector, only 77 Philippine companies have entered the market since the early 2000s, collectively raising USD11 bil - lion”. As of 2025, there are 287 listed companies on the PSE. The 2024 publication of the OECD described the bond market as ranking second-to-last relative to its peer countries in terms of number of bonds issued, with 567 bonds since 2000. The Philippine Dealing & Exchange Corp (PDEx) is the only regulated fixed income marketplace in the Philippines where corpo - rate bonds can be listed and traded. The PDEx oper - ates an electronic trading platform and is designated by the SEC as an SRO. 5.2 Securities Regulation The SRC provides for regulations on the issuance of securities in the Philippines and sets out the registra - tion requirements for issuances of securities and the exemptions therefrom. Under the SRC, securities offered or sold to the public are generally required to be registered with the SEC, unless the securities are exempt. This is done by filing a registration statement to be approved by the SEC. However, the SRC exempts certain transactions from registration, such as limited or private offerings, sales to qualified buyers, and other transactions that pose
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