PHILIPPINES Trends and Developments Contributed by: Francis L. Fragante, Jennifer Marie G. Castro and Carriz Andrea F. Nana, Cruz Marcelo & Tenefrancia
until the end of the offering period or until the sale is terminated by the issuer. If the sale is not commenced within ten business days, the registration statement shall be cancelled and all fees paid thereon forfeited. Proposed Revisions to Real Estate Investment Trust (REIT) Rules and Minimum Public Ownership (MPO) In November 2025, the SEC released a draft MC pro - posing updates to the REIT rules to broaden the defi - nition of income-generating assets and provide flex - ibility for the REIT sponsors in reinvesting proceeds. Under the proposed amendments, the definition of “income-generating real estate” is expanded by allowing a REIT to directly or indirectly own income- generating real estate through a shareholding in an unlisted special purpose vehicle wholly owned by the REIT and duly constituted to primarily hold or own real estate. The draft also includes within the definition of “regular stream of income” those with recurring and predictable cash inflows derived from the lease of, or other similar arrangements involving such properties. These may include rental properties from toll roads, railways, airports and air navigation facilities, ports, information and communications technology infra - structure, energy infrastructure assets, data centres, parking lots, buildings, malls, warehouses or storage facilities, immovable fixtures, machineries, facilities and structures, and real rights over properties. Thus, more companies may be classified as REITs under the amended rules. With regard to reinvestment by the REIT sponsor, the draft proposes extending the reinvestment period for proceeds from REIT share or asset sales from one to two years. The reinvestment in the Philippines may take the form of investment in equity, the extension of loans or purchase of debt instruments or the repay - ment of loans or debt instruments in relation to any Real Estate or Infrastructure Project in the Philippines. In December 2025, the SEC published a draft MC providing a tiered approach to MPO requirements, calibrated to issuer size and intended to balance mul - tiple policy considerations, including market liquidity, investor protection, capital formation and overall mar - ket competitiveness.
Under the proposal, companies seeking to conduct an initial public offering will be grouped into five tiers based on their expected market value at the time of listing. • Tier I companies (valued at PHP500 million or less) must have a minimum initial public float of 33%. • Tier II companies (PHP500 million up to PHP1 bil - lion) must float 25%, subject to a minimum public float of PHP165 million. • Tier III companies (PHP1 billion to PHP50 billion) must float 20%, subject to a minimum public float of PHP250 million. • Tier IV companies (PHP50 billion to PHP150 billion) must float 15%, subject to a minimum public float of PHP10 billion. • Tier V companies (above PHP150 billion) will need to float 12%, subject to a minimum public float of PHP22.5 billion. Companies must also meet post-listing MPO thresh - olds. Firms under Tiers I to III must maintain 20% public ownership, while Tier IV must keep 15% and Tier V 12%. Companies already listed prior to the new circular becoming effective will remain subject to the current 20% requirement. Summary The Philippines is actively reforming its investment landscape through tax reductions, performance- based incentives, digitalisation of compliance and sector-specific support. The trends show a focus on digital transformation, export orientation, streamlin - ing of registration processes, capital market promo - tion, green investments and regional development, all aimed at attracting sustainable and high-impact investments while balancing fiscal responsibility and governance concerns.
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