Securities And Exchange Commission (SEC) Philippines

The Securities and Exchange Commission (SEC) is one of the lead institutions responsible for overseeing corporations, securities, and the capital market in the Philippines. 

Let us delve into the SEC’s history, functions, and key legislation, highlighting its role in protecting investors and ensuring financial market integrity. 

We will also cover the registration process for businesses, the types of business entities required to register with the SEC, and the major powers and functions of the Commission. 

Target beneficiaries include local and foreign investors, corporations, and individuals seeking to understand the regulatory landscape. 


What Is SEC?

The Securities and Exchange Commission (SEC) is a key institution in the Philippines, charged with overseeing corporations, securities, and the capital market. Its responsibilities extend far beyond regulatory oversight, emphasizing investor protection and financial market integrity.

History of the SEC

The SEC’s history dates back to October 26, 1936, when it was established under Commonwealth Act No. 83, also known as the Securities Act. 

The inception of the Commission was driven by the need to safeguard public interest during a stock market boom, closely following the creation of the United States SEC.

Formally commencing operations on November 11, 1936, with Ricardo Nepomuceno as the first commissioner, the the Commission initially focused on registering securities, evaluating financial conditions of security issuers, and supervising stock and bond brokers.

The SEC faced interruptions during the Japanese occupation but was reactivated in 1947. 

A significant reorganization took place in 1975 under President Ferdinand E. Marcos, granting the the Commission absolute jurisdiction and control over corporations, partnerships, and associations.

In 2000, the passage of Republic Act (RA) No. 8799, also known as the Securities Regulation Code, emphasized the SEC’s role in capital market development and investor protection. 

In 2019, President Rodrigo Duterte signed RA No. 11232, the Revised Corporation Code, modernizing corporate regulations to enhance economic competitiveness.

Functions of the SEC

The SEC’s multifaceted role includes registering and supervising corporations, financing, and lending companies. 

Its unique position as both corporate registrar and securities regulator provides a comprehensive perspective on the business and investment landscape.

Primary Functions:

  • Registration and Supervision: The SEC oversees the registration and supervision of corporations, ensuring compliance with legal standards.
  • Securities Regulation: The SEC regulates securities markets, protecting investors from fraud and ensuring fair trading practices.
  • Policy Formulation: The SEC advises Congress and government agencies on securities market issues, proposing necessary legislation and amendments.
  • Regulatory Enforcement: The SEC has the authority to investigate, regulate, and supervise market activities to ensure compliance with laws and regulations.

Mandates of the SEC

The SEC is mandated to supervise the corporate sector, capital market participants, and securities and investment instruments markets. This includes:

  • Corporate Registration: It registers and oversees more than 600,000 active corporations, evaluating their financial statements.
  • Capital Market Development: It develops and regulates the capital market, a major component of the Philippine financial system.
  • Investor Protection: It enforces laws to protect investors, ensuring transparency and fairness in market transactions.
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Key Legislation

Several laws define and expand the SEC’s powers and functions:

  • Presidential Decree No. 902-A (1976): This decree reorganized the SEC, granting it ample powers to protect public investments and resolve intra-corporate disputes.
  • The Corporation Code of the Philippines (1980): This code gave the the Commission authority to register corporations, prescribe reportorial requirements, and reject non-compliant articles of incorporation.
  • Revised Corporation Code (2019): This revision introduced modern concepts and mechanisms to enhance the competitiveness of the Philippine corporate sector.
  • Securities Regulation Code (2000): This code redefined the SEC’s role in capital market development, corporate governance, and investor protection.

Vision, Mission, and Core Values


By 2028, the SEC aims to be the premier investor champion and catalyst for a deep, broad, sustainable, and informed investor-based capital market and empowered business sector in Southeast Asia.


The SEC serves as the gateway to doing business in the Philippines, providing a competitive and secure environment for company registration, efficient capital formation, broad investor participation, and business innovation.

Core Values:

  • Integrity: Ethical, honest, fair, and sincere in all actions.
  • Professionalism: Excellence in expertise and high ethical standards.
  • Accountability: Responsibility for actions and decisions.
  • Teamwork: Collaboration to achieve common goals.
  • Independence: Acting without fear or favor, rendering sound judgment.

Registration Process for Businesses

The specific SEC registration requirements vary depending on the type of business entity and its activities. However, all businesses must follow these general steps to obtain a Certificate of Registration:

  • Secure a Unique Business Name: Reserve your business name through the SEC’s online services portal – the SEC i-View.
  • Accomplish an Application Form: Complete the required application form from the SEC.
  • Prepare Necessary Documents: Draft the required documents for your specific business entity, including Articles of Incorporation and By-laws, and a Treasurer’s Affidavit.
  • Deposit the Minimum Paid-Up Capital: Fulfill the minimum paid-up capital requirement.
  • Obtain Necessary Licenses or Permits: Acquire licenses or permits from appropriate government agencies, especially for regulated industries.

Types of Business Entities Required to Register with SEC

Stock Corporations: For-profit entities with shareholders holding ownership through shares of stock.

  • Domestic Corporations: Corporations established and operating within the Philippines.
  • Resident Foreign Corporations: Foreign corporations allowed to conduct business in the Philippines.
  • Branch Office: An extension of a foreign corporation, operating in the Philippines without a separate legal entity.
  • Representative Office: An office established by a foreign corporation to handle non-revenue generating activities such as marketing.
  • Regional Headquarters (RHQ): An administrative center for a foreign corporation’s regional operations, coordinating and supervising its affiliates, subsidiaries, or branches.
  • Regional Operating Headquarters (ROHQ): A branch established to perform income-generating activities like servicing clients of the parent company.

Non-Stock Corporations: Non-profit entities that do not issue stocks or distribute dividends to members.

  • Non-Governmental Organizations (NGOs): Groups focused on social, charitable, or community-based projects.
  • Foundations: Entities established to support charitable activities through grants and donations.
  • Associations: Groups formed for mutual aid, benefit, or cooperative purposes.
  • Religious Organizations: Groups established for worship and religious activities.

Partnerships: For-profit entities established by two or more persons sharing management and profits.

  • General Partnership: Partners share equal responsibility and liability for business operations.
  • Limited Partnership: Includes both general partners (with unlimited liability) and limited partners (with liability restricted to their investment).

State Powers and Functions of SEC

The SEC operates with transparency and has powers and functions provided by several laws, including the Securities Regulation Code (Republic Act 8799), Corporation Code of the Philippines (Batas Pambansa 68), and others.

Major Powers and Functions:

  • Approval of Registration Applications: The Commission can approve, reject, suspend, or revoke registration license applications.
  • Regulatory Enforcement: It regulates, investigates, and supervises activities of entities under its jurisdiction to ensure compliance.
  • Collaboration with Enforcement Agencies: It can enlist the support of government enforcement agencies, both civil and military, as well as private institutions.
  • Compelling Corporate Actions: It can compel officers of registered corporations to call meetings of stockholders or members.
  • Imposing Sanctions: It can impose sanctions for law violations and suspend or revoke franchises or certificates of registration.

Video: How is a corporation created? | SEC Philippines

Creating a corporation involves a formal process called incorporation. This includes choosing a distinguishable corporate name, raising capital (with no minimum requirement during incorporation), and drafting articles of incorporation and bylaws. Once all documents are submitted to the the Commission and approved, a certificate of incorporation is issued, officially recognizing the corporation.


The SEC plays an important role in ensuring the stability and fairness of the Philippine financial markets.

Its comprehensive regulatory framework, rich history, and commitment to investor protection make it a cornerstone of the country’s economic landscape. 

Whether you are an investor, a corporation, or a prospective employee, understanding the SEC’s functions and mandates is essential for navigating the financial ecosystem of the Philippines.

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