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The Securities and Exchange Commission (SEC) has taken a step toward sustainable finance with the release of Memorandum Circular No. 13, Series of 2025, which introduces the Guidelines on Philippine Green Equity offerings. The circular aims to make companies that engage in green activities more visible and attractive to investors while ensuring that such activities are credible, transparent, and measurable.

Through this initiative, the SEC strengthens its active role in promoting the use of capital markets to help achieve the United Nations Sustainable Development Goals and meet targets under the Paris Agreement, particularly in reducing greenhouse gas emissions.

Applicability and Coverage

The Philippine Green Equity Guidelines primarily govern the designation of the Green Equity label in the Philippine stock market. The Guidelines intends to provide a coherent framework for issuers that voluntarily choose to align their equity offerings or listings with environmentally sustainable finance objectives.

While the framework encourages more companies to integrate sustainability into their financial strategies, it does not modify, supplement, or otherwise affect the existing mandatory listing requirements of the Philippine Stock Exchange (PSE)’s existing mandatory listing requirements. Instead, it works alongside them, allowing both newly listed and existing companies to apply for the Green Equity label provided they meet the eligibility criteria and compliance requirements specified in the Guidelines.

Objectives

The Guidelines aims to:

• Enhance the visibility and attractiveness of companies that actively engage in green activities.
• Complement existing sustainable finance instruments including thematic bonds by establishing a parallel equity-based framework to provide investors with additional mechanisms to support environmentally sustainable enterprises. 
• Accelerate the use and integration of the SFTG* and the ATSF** into business practices. 

*SFTG refers to the document published by the FSF (SEC, BSP, IC & PDIC), which provides guidance on the classification of economic activities as being environmentally and socially sustainable.

**ATSF refers to the multi-tiered framework designed to be an inclusive and credible classification system for sustainable activities in ASEAN.

Criteria for the Green Equity Label

To qualify, companies must satisfy all four criteria below:

1. At minimum, more than 50% of the revenue of the company as reported in the latest audited annual financial statements, must be derived from Green Activities. 
2. At minimum, more than 50% of the investments (sum of capital expenditure and operating expenditure) of the company as reported in the latest audited annual financial statements, must be channelled towards Green Activities. 
3. Revenues of the company derived from fossil fuel must be limited to less than 5%. 
4. The company's activities must meet the eligibility criteria of the SFTG or ATSF. 

Failure to meet any one of these criteria shall disqualify a company from obtaining or maintaining the Green Equity Label. 

External Review

To ensure credibility and transparency, an external reviewer must evaluate the company’s alignment with the criteria for the Green Equity Label, applying their published proprietary methodology for the assessment and detailing all required information in an assessment report.

External reviewers must possess demonstrated expertise and a strong, credible track record in conducting assessments relevant to green equity designation, sustainable finance, and Environmental, Social, and Governance (ESG) practices. They are also required to disclose their relevant credentials and expertise, methodology, and scope of the review conducted in the assessment report. Furthermore, the assessment reports which confirms the company’s alignment with the Green Equity Label criteria, must also be publicly available through a website designated by the company.

Disclosure and Periodic Assessment

To uphold transparency, companies with Philippine Green Equity Label are required to submit an annual assessment report to the PSE, after one (1) year from the initial grant of the label, and annually thereafter. The report must be made available and accessible on a publicly available website.

The report should contain:

1. The share of revenue derived from Green Activities;
2. The share of investments of the company that are channeled into Green Activities;
3. The activities from which the company derives its revenue and details of alignment with either the SFTG or ATSF;
4. The investments of the company and details of alignment with either the SFTG or ATSF; and
5. The revenues of the company derived from fossil fuel limited to less than 5%.

The assessment report shall be externally reviewed in line with the expertise and experience of the external reviewer, and must also be made publicly available. The disclosures made should be able to support the company's assertion that it has met the requirements of the Guidelines and must include details of the criteria used, methodology applied and outcomes.

Amendments

Any amendment to the information on activities in which the company is engaged or invested in and other relevant material information pertaining to the Philippine Green Equity Label shall first be disclosed to the SEC and the PSE prior its release to the news media or public. 

• For material information, under the Securities Regulation Code (SRC) and its Implementing Rules and Regulations, or the disclosure rules of the PSE, the issuer shall comply with the applicable disclosure and filing requirements.
• For non-material information, pertaining solely to the Philippine Green Equity Label and not forming part of a registration statement or prospectus, the disclosure must be submitted to the Commission and the PSE no later than seven (7) days after the discovery that the information is no longer accurate.

If there are structural or other material changes in the company that may impact the company's ability to meet the criteria set in the Guidelines, a confirmation from an external reviewer verifying the company's continued alignment with the Guidelines is required.

Monitoring and Oversight

The PSE is the primary monitoring body to ensure that companies maintaining the Philippine Green Equity Label continue to comply with the requirements of the Guidelines. 

The PSE shall submit to the SEC, within one hundred five (105) days after the end of the fiscal year, a consolidated report summarizing:

1. The compliance status of all issuers with Philippine Green Equity Label;
2. Instances of delayed, inconsistent, and incomplete disclosures;
3. Any observed trends or systemic issues in relation to adhering to the criteria specified in the Guidelines.

Where the PSE identifies non-compliance, misrepresentation, or other violations of the Guidelines, it shall immediately notify the SEC.  The cancellation, suspension or withdrawal of a company's Green Equity label, as well as the imposition of administrative penalties for violations of the Guidelines shall be determined by the SEC pursuant to the Guidelines or other actions deemed appropriate by the SEC.

Withdrawal, Suspension, or Cancellation of the use of the Philippine Green Equity Label:

The SEC reserves the right to cancel any use of the Philippine Green Equity Label after due notice and hearing. The use of the green equity label shall be subject at all times to the continued compliance with the established criteria, disclosure obligations and other requirements.

A company whose label has been withdrawn, suspended, or cancelled may reapply for Green Equity designation upon the completion of necessary requirements and submission of confirmation by an external reviewer that the company fully complies with the applicable standards and requirements set in the Guidelines.

Except for a company whose label has been cancelled or suspended for the reason(s) stipulated in the Guidelines, in which case the company may reapply only after two (2) years from the date of cancellation or suspension of the Green Equity designation.

For the full memorandum circular, read here:  SEC MC No. 13, series of 2025SEC GUIDELINES ON PHILIPPINE GREEN EQUITY - Securities and Exchange Commission 

Disclaimer: The above document is shared for informational purposes only. All rights and authority remain with the Securities and Exchange Commission.

On 30 September 2025, the Securities and Exchange Commission (SEC) of the Philippines released a draft Memorandum Circular proposing new rules on the duration and term limits of Independent Directors (IDs). This initiative reflects the Commission’s commitment to enhancing board independence, aligning with international best practices, and reinforcing the principles of accountability and transparency under Republic Act No. 11232, the Revised Corporation Code of the Philippines (RCCP).

The proposed circular is open for public comment until 15 October 2025 and is expected to take effect on 01 January 2026, following publication in two national newspapers. Covered entities include publicly-listed companies, public companies, and registered issuers.

Fixed Three-Year Term Independent Directors shall be elected for a fixed term of three years. This replaces flexible tenure arrangements and introduces a standardized term structure across boards.

Staggered Term Expiration To ensure continuity and avoid simultaneous board turnover, companies must adopt staggered initial terms (e.g., 1-year, 2-year, and 3-year assignments). This approach supports institutional memory while enabling periodic board refreshment.

Nine-Year Term Limit IDs may serve a cumulative maximum of nine years, reckoned from 2012. Any fraction of a year served counts as one full year. Companies must disclose nominees who will breach the term limit during their upcoming tenure in SEC Form 20-IS.

Disqualification and Reclassification IDs who reach the nine-year limit are disqualified from continuing as independent directors in the same company but may be eligible for election as non-independent directors. IDs who lose their qualifications mid-term must immediately vacate the position.

Penalties for Non-Compliance Violations of the circular’s mandatory provisions carry penalties of ₱1,000,000, with an additional ₱100,000 monthly fine for continued breaches.

Transitory Provision Incumbent IDs who have already served the maximum term may remain in office until the company’s Annual Stockholders’ Meeting in 2026.

This reform signals a shift toward disciplined board governance. By enforcing fixed terms and staggered expiration, the SEC aims to preserve independence while ensuring orderly succession. The nine-year cap mitigates risks of entrenchment and reinforces objectivity in board oversight.

Governance committees, corporate secretaries, and compliance officers must immediately review board composition, term histories, and succession plans. Disclosure protocols should be updated to reflect term breaches, and nomination processes must anticipate reclassification of long-serving IDs.

The SEC’s proposed framework for Independent Director tenure represents a maturing governance landscape in the Philippines. It balances continuity with accountability and aligns local practices with global standards. As the January 2026 effectivity date approaches, covered companies are urged to prepare for implementation and actively participate in the comment process to ensure practical and effective adoption.

Reference; Access the draft memorandum circular here:  REQUEST FOR COMMENTS ON THE EXPOSURE OF THE DRAFT MEMORANDUM CIRCULAR ON THE DURATION OF TERM AND TERM LIMIT OF INDEPENDENT DIRECTORS - Securities and Exchange Commission 

According to Securities and Exchange Commission (SEC) Press Release No. 2025-110 (issued 27 August 2025), the Commission has significantly expanded the list of industries eligible for its One Day Submission and Electronic Registration of Companies (OneSEC) Zuper Easy Registration Online facility. 

From the previous 33 industries, the list has now grown to 81, enabling more businesses to complete their company registration within a day. The expanded coverage has resulted in a significant increase in the number of companies registered through OneSEC. In July 2025, the SEC recorded 2,938 registrations, compared to only 1,014 registrations in May, representing a growth of nearly 300%.

Launched in 2021, OneSEC is a subsystem of the Electronic Simplified Processing of Application for Registration of Company (eSPARC), which makes use of pre-filled application forms to streamline the registration process. With the system, companies can complete the registration in as fast as 1 minute and 14 seconds, from the start of the application to the receipt of a digital certificate of incorporation.

Corporations eligible under the “pass through” system include one-person corporations and regular corporations with 2 to 15 incorporators, board of directors, and stockholders.

The SEC also highlighted several incentives and reforms to improve ease of doing business, and to encourage more micro, small, and medium enterprises to register as corporations, the SEC granted:

• A 20% discount in registration fees for micro, small, and medium enterprises (MSMEs), and
• Up to 50% discount in the filing fee for those seeking to tap the capital market, under Memorandum Circular (MC) No. 8, Series of 2025.
• MC No. 6, Series of 2025, which reduced rates for corporate data requests by half.
  MC No. 7, Series of 2025, which imposed strict timelines in the processing of applications for permits, licenses, registrations, certificates, clearances, and other authorizations. This circular also included the adoption of a “deemed approved” policy should the Commission fail to meet its own deadline for review.

For the complete list of the 81 industries now qualified for OneSEC registration and full details of the new policies, please refer to the official SEC Press Release No. 2025-110. 

Disclaimer: The below document is shared for informational purposes only. All rights and authority remain with the Securities and Exchange Commission.

Source:  SEC EXPANDS INDUSTRIES ELIGIBLE FOR ONE-DAY COMPANY REGISTRATION - Securities and Exchange Commission 

HJA