SEC extends shelf registration validity to five years

COMPANIES will now have up to five years, from the previous three, to issue securities under a shelf registration after the Securities and Exchange Commission (SEC) approved rules extending the validity period and simplifying requirements for subsequent tranches.

In memorandum circular (MC) No. 12, series of 2025, the SEC said the enhanced shelf registration framework extends the validity period starting from the registration statement’s effective date.

This gives issuers more time to offer and sell securities in multiple tranches, amending Rule 8.1.2 of the Securities Regulation Code.

The circular also introduced new guidelines simplifying filing requirements for Permit to Sell (PTS) applications for subsequent tranches.

Issuers must submit a signed and notarized SEC Form 12-1-SR with annexes, an updated offering supplement or prospectus, and certificates of no material change when applicable.

The SEC also set new deadlines for filing applications. For offers within one year where no updated financial statements are required, applications must be filed seven calendar days before the offer.

If updated financials are needed, filings must be made 30 days before the offer.

For tranches issued after more than a year, filings must also be made 30 days in advance.

Under the revised rules, registration fees will be paid in proportion to each tranche, with payments due at least seven business days before the offering or sale of securities.

Issuers must undertake to pay any remaining registration fees at least 30 business days before the expiry of the shelf registration.

The SEC said the new validity period will apply to all shelf registration statements already approved and subsisting when the amendments take effect.

However, the remaining validity period of these registrations will still be calculated from the original registration’s effective date. — Alexandria Grace C. Magno