The Securities and Exchange Commission (SEC) has released new rules covering the local sale, marketing, and trading of crypto-assets to ensure investor protection and market integrity.

Citing the provisions of the SEC Memorandum Circular Nos. 4 and 5, Series of 2025, issued on 30 May, the SEC said on Wednesday that all crypto-assets must be registered with the SEC before being sold or offered in the Philippines. 

Those classified as securities must comply with the Securities Regulation Code (SRC), while others may fall under the Financial Products and Services Consumer Protection Act (FCPA).

“Crypto-assets and crypto-asset securities shall not be sold or offered for sale or distribution in the country without a disclosure document or registration statement, as the case may be, duly filed with and approved by the Commission,” the SEC said.

Only registered corporations with the proper licenses from the SEC or Bangko Sentral ng Pilipinas may market or promote crypto assets or services. Educational content made in good faith is not considered marketing.

Disclosure documents must be filed with the SEC and published at least 30 days before any offering. These must include details on the issuer, risks, features, and technology behind the crypto-asset. Initial coin offerings are also covered if they qualify as securities.

The rules also apply to third-party service providers and require CASPs to follow anti-money laundering laws, maintain operational reports, and ensure customer assets are separated from company assets.

Under the guidelines, CASPs must register as corporations with a minimum paid-up capital of P100 million, maintain a staffed office, and pay a P50,000 filing fee plus an annual supervision fee based on revenue.

The SEC may suspend or cancel a CASP’s license if it fails to meet the rules, does not operate within 12 months of approval, or stops offering services.

“Any person or entity who willfully violates the CASP Rules and Guidelines, the SRC, the FCPA, or other related rules or instructions issued by the Commission may be punished by imprisonment of one to five years, or by a fine of P50,000 to P10 million,” the SEC said.