SEC expands portfolio threshold coverage for qualified buyers

The Securities and Exchange Commission (SEC) has expanded the coverage of the portfolio investment threshold for qualified buyers by including securities exempt from registration to promote investment diversification and streamline regulations for investors.

The clarification was issued through SEC Memorandum Circular (MC) No. 15, Series of 2026, on 13 May, amending Rule 10.1.5 of the 2015 Implementing Rules and Regulations of the Securities Regulation Code (SRC).

Under the revised rules, securities exempt from registration under Section 9 of the SRC will now be counted as part of the total portfolio investment requirement for qualified buyers.

“By refining the definition of qualified buyers and adopting a proportional regulatory approach, we aim to enable more investors to participate meaningfully in a wider range of investment opportunities, while maintaining appropriate safeguards,” SEC Chairperson Francis Lim said on Thursday.

Qualified buyers are people or companies with enough financial capacity and investment experience to understand the risks of securities exempt from SEC registration.

Under the amended rules, an individual qualifies by earning at least P10 million annually for the past two years or by holding at least P10 million in qualified securities investments. They must also have securities trading experience or relevant professional expertise.

A company qualifies if it has at least P100 million in gross assets or at least P60 million invested in qualified securities.

The rules also clarify the treatment of joint accounts and similar arrangements under existing SEC guidelines.

All parties must continue meeting qualified buyer requirements, otherwise the account can no longer make additional investments.