SEC Memorandum Circular: A Comprehensive Guide for Philippine Businesses

October 28, 2025

In the complex regulatory environment of the Philippines, SEC Memorandum Circulars issued by the Securities and Exchange Commission (SEC) serve as critical tools for ensuring corporate compliance and transparency. These directives offer detailed guidance on registration, reporting, and governance, enabling businesses to navigate their legal obligations while fostering trust in the market. For business owners, understanding and adhering to these circulars is essential to avoid penalties, streamline operations, and maintain a competitive edge in an evolving economic landscape.

What Are SEC Memorandum Circulars and Their Role in the Philippines?

The Securities and Exchange Commission in the Philippines issues Memorandum Circulars to clarify regulatory expectations and guide businesses through compliance processes. These circulars, rooted in the Securities Regulation Code (Republic Act No. 8799), address a wide range of operational and governance issues, from digital filings to corporate naming rules. They play a pivotal role in aligning the Philippine business environment with global standards, ensuring transparency and accountability.

Definition and Purpose: SEC Memorandum Circulars are formal directives providing procedural updates, compliance guidelines, and regulatory clarifications for entities under SEC jurisdiction.
Legal Foundation: Grounded in Republic Act No. 8799, these circulars enforce the Securities Regulation Code, ensuring consistent application across corporate sectors.
Scope of Application: They cover stock and non-stock corporations, partnerships, and foreign entities, as outlined in MC No. 13, 2019, on corporate name-screening rules.
Distinctive Nature: Unlike SEC Memorandum Orders, circulars focus on interpretive guidance, such as MC No. 24 2019, which outlines governance codes for public companies.
Adaptation to Trends: Circulars evolve in response to economic and technological shifts, exemplified by MC No. 28, 2020, which mandates digital contact details for eFAST integration.

Key SEC Memorandum Circulars and Their Specific Requirements

SEC Memorandum Circulars outline specific requirements that businesses must follow to remain compliant, covering areas like governance, digital submissions, and financial reporting. These directives are tailored to address both routine obligations and emerging challenges, ensuring entities meet regulatory standards efficiently. Below is a detailed overview of key circulars and their respective mandates.

MC No. 28 2020: Requires all registered entities to provide official email addresses and cellphone numbers for SEC transactions, facilitating seamless integration with the eFAST filing system.
MC No. 13 2019: Amends guidelines for corporate and partnership names, enforcing stricter name-screening rules to prevent duplication and ensure distinctiveness.
MC No. 24 2019: Establishes the Code of Corporate Governance for Public Companies and Registered Issuers, mandating board diversity and annual compliance reports.
MC No. 03 2024: Streamlines corporate amendments through the eAMEND platform, simplifying updates to articles of incorporation and bylaws.
MC No. 01 2025: Sets the annual filing schedule for Audited Financial Statements (AFS) and General Information Sheet (GIS), with a deadline of April 15.

Recent SEC Memorandum Circulars: 2023–2025 Highlights

The SEC has issued a series of circulars from 2023 to 2025, reflecting its commitment to modernizing regulatory processes and addressing contemporary business needs. These updates focus on digital transformation, cost reduction, and compliance incentives, ensuring businesses can adapt to a rapidly changing environment. Key circulars from this period highlight advancements in filing systems and penalty structures.

MC No. 10 2023: Introduces fees for IT-related services, such as API access and e-SEARCH, to support digital infrastructure enhancements.
MC No. 18 2023: Mandates digital copy submissions, significantly reducing reliance on hard-copy filings to promote efficiency and sustainability.
MC No. 19 2023: Outlines procedures for declaring delinquent status and revoking corporate registration, providing clear criteria and appeal mechanisms.
MC No. 06 2024: Updates fines for late or non-submission of reportorial requirements, imposing daily penalties up to PHP 10,000 for non-compliance.
MC No. 10 2024: Implements the Electronic SEC Authentication Process (eSAP), requiring digitally authenticated submissions for enhanced security.
MC No. 13 2024: Introduces the Enhanced Compliance Incentive Program (ECIP), offering penalty waivers for proactive compliance under specific conditions.
MC No. 06 2025: Reduces fees for IT-related services, superseding parts of MC No. 10 2023, to ease financial burdens on businesses.
MC No. 11 2025: Updates guidelines on exempt transactions under SRC §10.1, clarifying exemptions for specific securities offerings.
Draft MC (October 10, 2025): Proposes revised Beneficial Ownership Disclosure and Transparency guidelines, which require detailed reporting for shareholders with 5% or more ownership, and is open for public comment.

Who Is Covered by SEC Memorandum Circulars?

SEC Memorandum Circulars apply to a broad spectrum of entities, ensuring comprehensive regulatory oversight across the Philippine corporate landscape. From publicly listed companies to small partnerships, these circulars dictate compliance obligations tailored to each entity’s structure and operations. Understanding coverage is vital for businesses to prioritize relevant requirements and avoid penalties.

Stock and Non-Stock Corporations: Must adhere to governance and reporting mandates, such as those in MC No. 24 2019 and MC No. 01 2025.
Partnerships: Subject to name-screening rules under MC No. 13 2019, ensuring unique identifiers for legal recognition.
Foreign Entities: Required to comply with beneficial ownership disclosures (Draft MC, October 10, 2025) and digital filing protocols (MC No. 10 2024).
Exemptions: Micro-enterprises and entities in special economic zones may qualify for limited exemptions, whereas public companies face stricter scrutiny.
Stakeholder Responsibilities: Directors, shareholders, and compliance officers are accountable for meeting circular requirements, with non-compliance risking penalties under MC No. 19 2023.

How to Comply with SEC Memorandum Circulars: A Practical Approach

Compliance with SEC Memorandum Circulars requires a systematic approach to meet deadlines, fulfill documentation requirements, and leverage digital platforms. These steps ensure businesses align with regulatory expectations while minimizing the risk of fines or operational disruptions. Below is a practical guide to navigating compliance effectively.

Review Circular Content: Analyze each SEC Memorandum Circular, such as MC No. 06 2024 for penalties or MC No. 11 2025 for exempt transactions, to identify relevant obligations.
Compile Documentation: Prepare the required documents, such as audited financial statements and board resolutions, in accordance with MC No. 18, 2023, for digital submission.
Utilize eFAST and eSAP: Submit filings through the SEC eFAST system with eSAP authentication (MC No. 10 2024), ensuring compliance with digital protocols.
Implement Internal Audits: Train staff on SEC reporting requirements and use compliance checklists to verify adherence, particularly for MC No. 01 2025 deadlines.
Track SEC Advisories: Monitor SEC advisory memorandum circulars for updates, such as ECIP benefits in MC No. 13 2024, to address minor lapses promptly.

The Importance of Partnering with Triple i Consulting for SEC Compliance

Navigating the complexities of SEC Memorandum Circulars can be daunting, with intricate requirements and evolving digital mandates posing significant challenges. Professional assistance is essential to avoid costly errors and ensure seamless compliance. Triple i Consulting offers expert guidance to simplify these processes.

Regulatory Complexity: Circulars like MC No. 06 2025 and the Draft MC (October 10, 2025) involve intricate rules that risk misinterpretation without specialized knowledge.
Expert Support: Triple i Consulting offers customized solutions for SEC MC Philippines compliance, including eFAST submissions and eAMEND filings (MC No. 03, 2024).
Comprehensive Services: The firm handles all SEC filing requirements, from GIS submissions (MC No. 01 2025) to beneficial ownership disclosures, ensuring accuracy.
Proven Expertise: With a track record of guiding businesses through circulars such as MC No. 19, 2023, and MC No. 11, 2025, Triple i Consulting delivers reliable results.
Critical Need for Assistance: The high stakes of non-compliance, including fines under MC No. 06 2024, make professional support indispensable for navigating regulatory intricacies.

Final Thoughts

SEC Memorandum Circulars are integral to maintaining regulatory compliance and fostering trust in the Philippine corporate sector. By addressing governance, digital filings, and transparency, these directives guide businesses toward operational excellence. Staying proactive with these requirements ensures resilience and competitiveness in a dynamic market.

Core Importance: Circulars such as MC No. 28, 2020, and MC No. 24, 2019, provide a framework for governance and digital compliance, which is essential for business legitimacy.
Continuous Monitoring: Regularly review SEC updates, such as MC No. 06 2025 and MC No. 13 2024, to stay aligned with evolving regulations.
Strategic Advantage: Compliance enhances investor confidence and operational stability, as reinforced by the 2025 exemptions in MC No. 11.
Practical Next Steps: Use SEC Memorandum Circular templates and advisories to streamline adherence and anticipate regulatory shifts.
Final Takeaway: Mastering these circulars transforms compliance into a strategic asset, positioning businesses for sustained growth and success.

Is Assistance Available?

Yes, Triple i Consulting offers expert support, simplifying SEC compliance to drive your business forward with confidence. Contact us today to schedule an initial consultation with one of our experts: