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For years, Filipino investors have watched their counterparts in Jakarta, Singapore, and Bangkok enjoy deeper, more liquid stock markets while the Philippine bourse trailed behind on size and breadth of listings. Now, the Securities and Exchange Commission (SEC) is signaling that it no longer wants to be a regional also-ran. Under Chairperson Francis Ed. Lim, the agency has laid out an ambitious goal: transform the Philippines into one of Southeast Asia's leading capital markets by the end of the decade.

It's a bold target for a market that has long struggled with thin trading volumes and a comparatively small pool of listed companies. But the SEC's recent moves suggest this isn't just aspirational messaging — it's backed by a concrete, multi-pronged reform agenda touching everything from business registration to fund liquidity.

One of the more practical reforms on the table is a proposed "One Business Start Date" policy. The idea addresses a familiar pain point for entrepreneurs: a company can be fully incorporated and hold its SEC registration, yet still be stuck waiting on permits from other government agencies before it can legally start operating. Under the proposed framework, businesses would be allowed to begin commercial activity as soon as they secure their primary SEC license, while other regulatory requirements — such as Social Security System registration — are processed in parallel rather than sequentially.

Lim has been explicit that easing the path to doing business remains near the top of the agency's priority list. The measure would likely require an executive order to implement, and the SEC has been coordinating with the Department of Finance to move it forward. It's a small-sounding fix with potentially outsized impact: every week shaved off the registration-to-operation timeline is a week sooner a business can generate revenue, hire workers, and contribute to the economy.

Ease of business formation solves only half the equation. The Philippine capital market's more stubborn challenge has always been liquidity — there simply hasn't been enough active trading to give the market the depth seen in neighboring economies. To address this, the SEC is reviewing its margin trading rules, a move aimed at giving investors more flexibility to take positions and, in turn, generate more market activity.

This sits alongside a broader menu of structural reforms: refinements to the Personal Equity and Retirement Account (PERA) framework designed to make it more appealing to both employers and employees, a market-making framework for listed securities, and a push for financial literacy to become a core subject in secondary schools. That last point reflects a longer-term view — a capital market can't deepen without a steady supply of financially literate investors coming up through the ranks.

Perhaps the clearest signal of the SEC's seriousness is its work with the Asian Development Bank on the Philippine Capital Market Master Plan — a long-term roadmap explicitly designed to position the country among Southeast Asia's top-tier markets by 2030. This isn't happening in isolation. The Philippines currently chairs the ASEAN Capital Markets Forum, giving Lim's team a front-row seat — and a platform — to shape regional standards on market connectivity, cross-border listings, and ASEAN depositary receipts while advancing its own domestic agenda.

The regulator has also been busy on the innovation front, having rolled out sector-specific "fast lanes" for capital raising in agribusiness, health care, energy, and real estate, along with the country's first Green Equity Guidelines in ASEAN. A regulatory sandbox has meanwhile welcomed applications spanning foreign equities, tokenized assets, and crypto products — an acknowledgment that the market of 2030 will look very different from the market of today.

Ultimately, reforms and roadmaps mean little without market activity to show for them. That's why all eyes are on two high-profile listings expected before the year is out: the initial public offering of Mynt, the parent company of GCash, and the real estate investment trust listing of PLDT's VITRO data center unit. Both are being closely watched as early tests of whether the SEC's reform push is translating into genuine investor appetite — the kind that could start narrowing the gap between the Philippines and its more liquid ASEAN neighbors.

Whether the country actually climbs into the region's top ranks by 2030 will depend on execution as much as ambition. But for a market that has spent years watching its neighbors pull ahead, having a coordinated plan — and the political will to push through structural friction — may finally be the turning point it needs.

RAP

The Philippine Securities and Exchange Commission (SEC) is moving to fill a long-standing gap in the country's capital market infrastructure: a dedicated regulatory framework for market making. On August 13, 2026, the Commission En Banc resolved to expose for public comment a draft Memorandum Circular titled the Proposed SEC Rules on Market Making, issued on August 14, 2026 in Makati City. Stakeholders have until August 28, 2026 to submit written comments to the Commission's Investor Protection and Supervision Department through ipsd_msrd@sec.gov.ph.

While the comment window is brief, the substance of the draft is significant. If adopted, it would be the first comprehensive rulebook governing how market makers operate across both equity and fixed income securities traded on SEC-supervised exchanges — a framework the Commission says is needed to keep pace with global best practices while protecting the integrity of local trading.

Market makers play a quiet but essential role in any securities market: by continuously posting two-way buy and sell quotes, they narrow bid-ask spreads, keep trading active even in thinly traded names, and give investors confidence that they can enter or exit a position without excessive slippage. Liquid, well-functioning markets are, in turn, foundational to the SEC's statutory mandate under the Securities Regulation Code (SRC) — to protect investors, encourage broader participation in capital markets, and guard against manipulation.

The draft circular's preamble grounds the initiative squarely in that mandate, invoking the SRC's investor-protection policy, the Commission's general supervisory authority over trading markets and broker-dealers, and the SRC's anti-manipulation provisions. Notably, the rules explicitly recognize that market making does not operate identically across asset classes — equity and fixed income markets differ in structure, trading conventions, and liquidity dynamics — and the framework is built around that distinction rather than a one-size-fits-all approach.

Rather than centralizing every operational detail at the Commission level, the draft rules adopt a layered governance model. Exchanges — not the SEC directly — accredit market makers, designate eligible securities, calibrate spread and quoting thresholds, and administer incentive programs. The Commission's role is supervisory: exchanges must notify the SEC of accreditations, agreements, suspensions, and enforcement actions, generally within one to three business days of the relevant event, and must submit their implementing guidelines for Commission approval before rollout.

This structure allows individual exchanges — which understand the trading mechanics of their specific markets — to tailor obligations to the realities of each asset class, while keeping the SEC positioned as the ultimate backstop for investor protection and market integrity.

Accreditation is not automatic. Under Rule III, only Trading Participants of an SEC-licensed Exchange may apply, and applicants must clear a fairly demanding bar:

• Capital strength. A minimum unimpaired paid-up capital of ₱150 million, or a higher amount the Commission may later prescribe under a risk-based capitalization framework — with exchanges given latitude to calibrate this by asset class and liquidity profile, subject to SEC approval.
• Operational track record. Demonstrated experience as a Trading Participant, or key personnel with relevant trading expertise.
• Clean regulatory history. No unresolved securities or commodities law violations within the past two years, and no standing administrative or judicial order restricting participation in securities-related business.

Each accredited Market Maker must also designate at least one Designated Specialist — an individual with a minimum of five years' relevant trading or market making experience — whose acts and omissions are legally attributed to the Market Maker itself. This provision effectively places accountability squarely on the firm for the conduct of its frontline trader, a detail worth noting for compliance and internal control purposes.

One of the more technically interesting features of the draft is its bifurcated treatment of equities and fixed income:

For equities (Rule VII), the obligations are relatively prescriptive: market makers must post firm, executable two-sided quotes for a minimum duration of the trading session, within maximum bid-ask spread thresholds and minimum quote sizes set by the exchange according to a security's liquidity profile and public float.

For fixed income (Rule VIII), the approach is more flexible by design. Exchanges may prescribe whether quotes must be firm, indicative, or best-efforts, reflecting the reality that bond markets — often less liquid and more heterogeneous than equities — cannot always support the same continuous, firm-quote standard. Inventory obligations may likewise shift to a best-efforts basis where securities borrowing or repo markets for a given instrument are not yet developed.

Notably, the rules carve out Government Securities entirely (Section 3, Rule I), leaving that space to the existing Bureau of the Treasury Primary Dealer/GSED framework unless the SEC and BTr jointly decide otherwise — a sensible boundary that avoids duplicative regulation of an already well-established market.

Given that market making inherently involves proprietary trading and privileged market access, the draft is emphatic about the boundaries. Rule VI, Section 5 explicitly prohibits wash sales, matched or fictitious trades, artificial price creation (including pump-and-dump schemes), misuse of material non-public information gained through the market-making role, collusion with issuers, and dissemination of misleading information — all tied back to Title VII of the SRC's Implementing Rules on fraud and manipulation.

Even the incentive programs exchanges may offer to encourage liquidity provision — reduced fees, liquidity rebates, simplified onboarding — are subject to SEC pre-approval and periodic review, specifically to prevent incentive structures from encouraging excessive order cancellations, artificial trading volume, or inventory hoarding.

The draft imposes robust disclosure obligations on exchanges, which must publish and keep current — updated within one business day of any change — information such as accredited market makers and their designated securities, applicable quoting standards, and aggregate market-quality indicators like average spreads and quoted depth.

Market Makers themselves face a five-year minimum recordkeeping requirement covering orders, trades, quotes, and inventory positions, alongside a mandate to maintain a documented risk management framework: internal risk limits, real-time exposure monitoring, business continuity planning, and prompt notification (within one business day) of material events such as capital breaches, significant losses, cybersecurity incidents, or operational disruptions.

Because this is a draft released for public exposure — not yet a final, numbered Memorandum Circular — the current version leaves several details deliberately open for exchanges to flesh out through implementing guidelines, subject to SEC approval. These include specific spread and quote-size thresholds, the treatment of multiple market makers on a single security, and the objective indicators that would trigger a temporary suspension of quoting obligations (system failures, extraordinary volatility, cybersecurity incidents, and similar events).

Once finalized, the Circular will take effect fifteen (15) days after complete publication in the Official Gazette or in at least two newspapers of general circulation.

For broker-dealers, exchanges, and other capital market participants, the short comment window — closing August 28, 2026 — makes this a narrow but important opportunity to shape how market making will formally operate in the Philippines. For students and professionals following Philippine securities regulation, the draft is also a useful case study in how the SEC is attempting to balance principle-based, exchange-administered flexibility with centralized oversight — a model that may well extend to other areas of capital market regulation going forward.

This article is based on the SEC Notice and draft Memorandum Circular on the Proposed SEC Rules on Market Making, issued August 14, 2026. Interested parties may submit comments to ipsd_msrd@sec.gov.ph on or before August 28, 2026, with the subject line "COMMENTS ON THE PROPOSED SEC RULES ON MARKET MAKING."

FDP

The Securities and Exchange Commission (SEC) and the Bureau of Internal Revenue (BIR) signed a Memorandum of Understanding (MOU) on July 31, 2026, marking a fresh push to streamline regulatory processes and strengthen the Philippine capital market. The partnership was formally announced in an SEC press release dated August 7, 2026, coinciding with the BIR's 122nd Anniversary celebration, where the signing ceremony was held.

Two agencies, one shared challenge

For years, corporations registered with the SEC have had to submit their audited financial statements separately to both the SEC and the BIR, often duplicating effort despite both agencies requiring largely the same information. This overlap in data requirements — and the recognition that both institutions rely heavily on corporate information to carry out their respective mandates — became the foundation for this new partnership.

Rather than continuing to operate in silos, the SEC and BIR are now formally committing to closer coordination. Under the MOU, the two agencies will focus on:

• Policy harmonization — identifying opportunities to align rules and reduce regulatory friction between the two agencies
• Improved information governance — establishing better systems for how corporate data is shared, managed, and secured
• Coordinated regulatory reforms — approaching compliance challenges as a unified front instead of two separate bureaucracies

One portal, one submission

The centerpiece of this partnership is the proposed Unified Audited Financial Statements (AFS) Submission Portal. While the MOU itself lays the institutional groundwork, the portal will require a separate Memorandum of Agreement before it can be implemented.

Once operational, the portal is designed to:

• Allow corporations to submit their AFS once, through a single online gateway
• Automatically and securely route documents to the appropriate receiving systems of both the SEC and BIR
• Eliminate the need for duplicate filings across two separate agencies

For compliance officers and business owners who have long navigated overlapping submission requirements, this represents a meaningful shift toward a simpler, more efficient process.

Why it matters for businesses and regulators alike

• Less red tape — particularly beneficial for small and medium enterprises with limited compliance resources
• More consistent, traceable financial data — reducing errors and discrepancies between agency records
• Faster, more efficient regulatory oversight — allowing both agencies to perform their functions without redundant processes
• Support for the broader ease-of-doing-business agenda — a national priority as the Philippines competes for investment in the region

Part of a bigger capital market push

The SEC emphasized that this collaboration extends beyond just easing compliance paperwork — it's also part of a broader strategy to strengthen the country's regulatory ecosystem and deepen the Philippine capital market. This effort builds on other recent regulatory advancements, including the 2026 Revised Guidelines for Master Securities Lending Agreements (MSLAs) and Accession Agreements to Multilateral MSLAs, both approved by the SEC on May 15, 2026.

Taken together, these initiatives suggest a regulatory environment that is not only improving internal coordination but also actively modernizing to meet international capital market standards — a signal that may resonate with both local businesses and foreign investors.

What comes next?

While the MOU sets the strategic direction, the Unified AFS Submission Portal itself still awaits a follow-up agreement before rollout. Businesses, compliance professionals, and investors alike will be watching closely as SEC and BIR work through the technical and procedural details needed to bring this initiative to life.

For now, the signing marks a clear signal: the SEC and BIR are betting that closer institutional cooperation, rather than parallel bureaucracy, is the path toward a more efficient regulatory ecosystem and a stronger, more competitive Philippine capital market.

Read the full press release on the official SEC website:  SEC, BIR STRENGTHEN INTERAGENCY COLLABORATION TO SUPPORT EASE OF DOING BUSINESS AND DEEPEN THE CAPITAL MARKET - Securities and Exchange Commission 

JA

For decades, doing business with the Securities and Exchange Commission (SEC) meant a familiar ritual: print the document, sign it in ink, have it notarized, and hand-carry or courier it to a government window. That ritual is now officially optional. Under SEC Memorandum Circular No. 23, Series of 2026, issued last July 27 and effective immediately upon publication, the Commission has rolled out a blockchain-based signing and verification system called VERITAS — the Verification of Electronic Records and Information Trust and Authentication System — and in doing so, has quietly taken one of the more consequential steps in the Philippines' digital governance journey.

The Commission's push toward paperless transactions didn't start with this circular. Back in 2024, SEC MC No. 10 introduced eSECURE, the Commission's digital identity and credentialing system, which let verified users authenticate submissions electronically through the Electronic Submission Authentication Portal (eSAP). What eSECURE established was identity. What it didn't fully solve was proof of integrity over time — the ability to guarantee, months or years later, that a document hadn't been altered after signing.

That's the gap VERITAS is built to close. By recording every signing event on a decentralized ledger, the platform creates what the circular calls an "immutable audit trail." Each document is hashed — reduced to a unique cryptographic fingerprint — at every stage of its life: upon initial upload, after each authorized signatory adds their signature, and again when the SEC affixes its final PNPKI-issued certificate seal and QR code. Any tampering, even a single altered character, breaks the hash match against what's permanently stored on the blockchain, making forgery detectable almost by design rather than by investigation.

Mechanically, VERITAS lives inside the SEC Check App and is available only to users with a credentialed eSECURE account — meaning identity verification through government-issued IDs and liveness detection happens before anyone can sign anything. From there, the workflow unfolds in four stages:

1. Upload and initial hash – the document is fingerprinted and signed by the uploader's private key, with an encrypted list of required signatories attached.
2. Sequential signing – each authorized signatory reviews, adds their signature appearance, and triggers a new hash tied to their own private key.
3. SEC certification – once all parties have signed, the Commission overlays a visible PNPKI Agency Certificate seal and a QR code on every page, then signs the final version with its own private key.
4. Permanent archiving – hashes of every version — original, each interim signed copy, and the final certified document — are stored on-chain, creating a version history that can't be quietly edited.

Notably, Section 3.3 of the circular restricts signing to certificates and keypairs generated by VERITAS itself; externally issued digital certificates, including those from commercial Certificate Authorities, aren't accepted under current policy. It's a closed-loop design choice that trades interoperability for tighter control — a trade-off worth watching as the system matures.

Perhaps the most practically important line in the circular is this: documents signed through VERITAS carry the same legal effect and enforceability as a notarized written document, per the Electronic Commerce Act — unless a specific law explicitly demands notarization or another authentication method. That "unless" matters. It means VERITAS doesn't override existing legal requirements wholesale; practitioners will still need to check whether a given filing falls under an exception.

Equally significant is Section 4.2: the digital version is the official record. Printed copies become mere duplicates, and must carry a disclosure noting that the original exists only in digital format. For firms and professionals accustomed to physical document retention as an audit and compliance safeguard, this is a genuine mindset shift.

For those working in corporate compliance — auditors verifying board resolutions, accountants preparing Articles of Incorporation, or corporate secretaries managing signatory chains — VERITAS introduces both convenience and new responsibility:

• Verification becomes self-service. Anyone can upload a document to VERITAS or eSAP's verification module to instantly confirm whether it's genuine, current, and properly signed — a meaningful upgrade for due diligence work.
• Private key custody is now the user's burden. The Commission explicitly disclaims any ability to recover a lost or compromised private key (Section 5.2). Users must independently back up their Document Signing Certificate and secure their passphrase, since the system's social recovery mechanism is the only fallback.
• Corrections mean starting over. Because blockchain entries are immutable, there's no "amending" a signed document — Section 5.3 requires restarting the entire submission process with a revised file. This has workflow implications for teams used to redlining and re-signing.
• Non-compliance carries teeth. Tampering with blockchain records or submitting falsified documents can trigger denial of eSECURE access and potential referral for prosecution under the Data Privacy Act or the Revised Penal Code.

For now, VERITAS use is voluntary, and the existing PNPKI-based authentication through eSAP remains fully operational — the Commission is clearly easing the market in rather than forcing a hard cutover. But Section 10 leaves the door open: after public consultation, the SEC "may require the mandatory implementation of VERITAS for specific types of filings or entities." Given the government's broader Ease of Doing Business mandate and the Philippine Development Plan's push for interoperable digital transactions, that door seems more likely to open than close.

For corporations, auditors, and compliance professionals navigating SEC filings, the practical takeaway is straightforward: VERITAS is worth learning now, while adoption is optional and the learning curve is low-stakes, rather than scrambling to adapt once it becomes the default — or the requirement.

FDP