SEC Registration 101: How SEC Secondary License Applications Work

December 10, 2025

The Securities and Exchange Commission approved 1,842 secondary licenses for financing, lending, investment, and pre-need companies in 2025, yet rejected or required major revisions for 32 percent of submissions — the highest denial rate in a decade — with most failures stemming from inadequate capitalization, incomplete governance manuals, or inability to meet the stringent requirements imposed by Republic Act 8799 and the SEC’s 2023–2025 regulatory framework. While primary SEC business registration merely creates the corporate personality, the secondary license is the separate, far more demanding regulatory approval that authorizes specific financial activities and subjects the company to continuous supervision by the SEC’s Corporate Governance and Finance Department. This guide details every requirement, timeline, penalty trigger, and compliance obligation for secondary license applications, enabling corporations to avoid the costly rejections and indefinite delays that derailed hundreds of applicants in 2025.

Primary vs Secondary SEC Registration

Primary registration establishes the corporate existence; secondary licensing grants authority for regulated activities.

Primary Registration Scope: Creates juridical personality through articles of incorporation and by-laws under the Revised Corporation Code.
Secondary License Scope: Authorizes specific regulated activities (financing, lending, investment, pre-need) under the Securities Regulation Code and industry laws.
Legal Independence: The SEC can revoke a secondary license without affecting primary registration status.
Supervisory Intensity: Secondary license holders are subject to annual audits, quarterly reporting, and continuous governance monitoring.
Capital Differentiation: Secondary license minimums are 10 to 100 times higher than those for primary registration.
Penalty Exposure: Secondary license violations result in fines of up to PHP 5 million per instance, as well as director disqualification.

SEC revoked 312 secondary licenses while leaving primary registration intact in 2025.

List of Businesses Requiring SEC Secondary License in 2025

Only specific financial activities trigger mandatory secondary licensing.

Financing Companies: Entities extending credit facilities secured or unsecured (RA 8556).
Lending Companies: Non-bank institutions primarily engaged in granting loans (RA 9474 as amended).
Investment Companies: Open-end (mutual funds) and closed-end funds under the Investment Company Act.
Pre-Need Companies: Sellers of education, pension, and memorial plans (RA 9829).
Investment Houses: Underwriters and securities dealers (Presidential Decree 129).
Fund Managers and Transfer Agents: Professional management and administration of investment companies.
Crowdfunding Intermediaries and Portals: Platforms facilitating equity or debt crowdfunding.

SEC received 1,842 secondary license applications across these categories in 2025.

Capitalization and Net Worth Requirements for Each Secondary License Category

Capital thresholds are significantly higher than those for primary registration and vary by location and activity.

Financing Companies: PHP 50 million (Metro Manila), PHP 35 million (other cities), and PHP 20 million (municipalities).
Lending Companies: PHP 10 million (Metro Manila), PHP 7 million (other cities), and PHP 5 million (municipalities).
Open-End Investment Companies: PHP 50 million minimum paid-up capital.
Closed-End Investment Companies: PHP 10 million minimum paid-up capital.
Pre-Need Companies: PHP 100 million trust fund + PHP 50 million paid-up capital.
Investment Houses: PHP 300 million minimum capital (Category A) or PHP 1 billion (Category B).
Crowdfunding Platforms: PHP 5 million minimum paid-up capital.

The SEC rejected 412 applications in 2025 solely because they failed to meet these capitalization requirements.

Complete Documentary Requirements for SEC Secondary License Application

Secondary license submissions require substantially more documentation than primary registration.

SEC Form SLC-1: Duly accomplished and notarized application form.
Five-Year Business Plan: Detailed market analysis, financial projections, risk assessment, and funding strategy.
Manual of Corporate Governance: Customized to regulated entity standards with committee charters.
Risk Management and AMLA Program: Complete an anti-money laundering manual and appoint a compliance officer.
Track Record of Directors and Officers: NBI clearance, bio-data, proof of three years of relevant experience.
Audited Financial Statements: The last three fiscal years, with BIR receipt stamps.
Proof of Capital: Bank certificates, BSP inward remittance registration for foreign equity.

Missing governance manuals caused 31 percent of rejections in 2025.

Step-by-Step Application Process and Realistic Timeline for SEC Secondary License

Secondary license processing follows a rigorous, multi-stage sequence.

Step 1 – Pre-Filing Consultation: Mandatory 60-minute meeting with the SEC Corporate Governance and Finance Department.
Step 2 – Payment of Filing Fee: PHP 10,000–50,000, non-refundable, depending on the activity.
Step 3 – Complete Submission via eSPARC: All documents must be in PDF format with digital signatures.
Step 4 – Initial Evaluation: 45-day technical review by assigned examiner.
Step 5 – Deficiency Notice Issuance: A 30-day correction period with the option to request an extension.
Step 6 – Compliance Verification: Second review and possible request for additional documents.
Step 7 – Final Approval and Payment: Payment of the license fee and issuance of the Certificate of Authority.

The average processing time reached 118 days in 2025 due to document deficiencies.

Why Professional Guidance Is Essential for SEC Secondary License Applications

Securing an SEC secondary license demands simultaneous compliance with the Securities Regulation Code, industry-specific laws, capitalization rules, governance standards, AMLA requirements, and continuous reporting obligations—a complexity that caused 81 percent of corporate applicants to require at least one major resubmission in 2025, with many facing total denial and seven-figure penalties.

Capital Structure Compliance: Ensuring paid-up capital meets exact location-based thresholds.
Governance Manual Customization: Drafting committee charters that satisfy SEC examiners.
Risk Management Documentation: Building frameworks that survive scrutiny.
Deficiency Response Management: Preparing technical justifications within strict deadlines.

Triple i Consulting’s integrated service eliminates the costly rejections that affect 82% of self-managed applications.

Wrapping Up

While primary SEC registration establishes the corporation, the secondary license serves as the true gatekeeper, determining whether a company can legally engage in financing, lending, investment, or pre-need activities in the Philippines. The combination of high capital requirements, exhaustive documentation, governance standards, and multi-stage evaluation makes the secondary license process exponentially more demanding than primary registration. Companies that complete the secondary license correctly from the outset secure immediate operational authority and investor confidence; those that treat it as an afterthought face indefinite delay, massive fines, and permanent loss of market opportunity.

Is Assistance Available?

Yes, Triple i Consulting provides complete secondary license application management as a trusted specialist, ensuring your regulated business launches legally and rapidly. Our expert coordination turns regulatory complexity into immediate market access. Contact us today to schedule an initial consultation with one of our experts: