SEC extends shelf registration validity
‘With the enhanced shelf registration framework, companies now have more flexibility in issuing their securities, allowing them to align their strategies better with market conditions.’
Daily Tribune‘With the enhanced shelf registration framework, companies now have more flexibility in issuing their securities, allowing them to align their strategies better with market conditions.’
The Securities and Exchange Commission (SEC) has extended the validity of shelf registration offerings to five years from three to give companies more flexibility in timing their fund-raising activities and aligning them with market conditions.
“Timing is a crucial component that could determine how a public offering will perform. Beyond improving access to the capital market, we want to make it easier for companies to maximize the advantages of tapping the capital market by taking this into account,” SEC chairperson Francis Lim said on Tuesday.
“With the enhanced shelf registration framework, companies now have more flexibility in issuing their securities, allowing them to align their strategies better with market conditions,” he added.
The extension is part of Memorandum Circular No. 12, Series of 2025, issued on 19 September which amended Rule 8.1.2 of the 2015 Implementing Rules and Regulations of the Securities Regulation Code.
The guidelines also simplified the requirements for subsequent tranches after the initial offering, requiring only a signed and notarized SEC Form 12-1-SR with annexes, an updated offering supplement or prospectus, and a sworn certificate of no material change.
Applications for a permit to sell must be filed either seven or 30 calendar days before the offer, depending on whether updated financial statements are required and the interval since the last tranche.
The SEC said the amendments apply to all approved and valid shelf registration statements, with their remaining validity counted from the effectiveness of the initial filing.