Filipinos looking for passive income through franchise investments are being warned to think twice after the Securities and Exchange Commission (SEC) shut down an investment scheme that allegedly solicited funds from the public without the required licenses.

The SEC has issued a cease-and-desist order (CDO) against EF Easy Franchise Technological Ventures, Inc., directing the company to immediately stop offering or selling unregistered securities through investment contracts, profit-sharing agreements, franchise investment schemes, partnership deals, and similar arrangements.

The order, dated 17 June, was issued by the SEC’s Enforcement and Investor Protection Department.

It also covers Jose Anton Ojeda, Charmaine Isabel Lim, Gianpaolo Acosta, Karla Dela Cruz, Angelica Carlos, Rene Ledesma Jr., Jose P. Magsaysay Jr., Emerson Tan, Angela Kirsten Villaluz, and Sunspark Holdings, Inc., together with their officers, agents, promoters, and representatives.

The respondents were also prohibited from transacting funds covered by the order through their depository banks and from transferring or disposing of assets under their control to preserve them for investors.

“[T]he continued offer and solicitation activities of the [EF Easy Franchise] pose a serious risk of loss, damage, irreparable injury, and prejudice to the investing public, particularly to OFWs and other individuals who were allegedly enticed to invest their hard-earned money through promises of passive income and guaranteed returns,” the order read.

Under the scheme, the company allegedly invited investors—particularly OFWs—to invest in franchise businesses through pooled ownership arrangements. It promised passive income, profit sharing, projected high returns, and hands-off management while the company operated the businesses.

The SEC said the arrangements qualify as investment contracts under the Securities Regulation Code (SRC) because investors contributed money to a common enterprise and expected profits mainly from the company’s management efforts.

However, the Commission found that the company offered these investment products without registering the securities or securing the secondary license required to solicit investments from the public. It also said EF Easy Franchise and the individuals involved were not registered or licensed to act as brokers, dealers, or salespersons.

Under the SRC, securities must be registered with the SEC before they can be offered to the public, while those engaged in selling securities must also obtain the appropriate license from the Commission.