SEC updates rules for qualified buyer registrars

THE SECURITIES and Exchange Commission (SEC) has issued updated guidelines for entities acting as registrars of qualified institutional and individual buyers.

Memorandum Circular No. 5, Series of 2026, introduces amendments to Rule 39.1.4 of the 2015 Implementing Rules and Regulations of Republic Act No. 8799, or the Securities Regulation Code.

Under the revised rules, entities must meet new requirements to act as registrars of qualified buyers (QBs), including assigning permanent identification numbers and being allowed to rely on certifications issued by other registrars.

The changes also introduce an Inter-Registrar Registry, which will be accessible to all registrars for QB verification.

“The amended guidelines ensure standardized and uniform implementation of the Commission’s rules, making compliance more efficient and accessible for registrars and qualified buyers,” SEC Chairperson Francisco Ed. Lim said in a statement on Monday.

“This is in line with our goal of promoting investor protection while still ensuring effective regulatory oversight,” he added.

Entities with appropriate SEC secondary licenses — such as banks (acting as broker-dealers or government securities eligible dealers), brokers, dealers, investment houses, investment advisers, issuer companies for their own offerings, and SEC-registered crowdfunding portals — may apply to become QB registrars.

Applications must be submitted electronically and must include a letter of intent, SEC Form 39-Registrar, and a board resolution certified by the corporate secretary and attested to by the president.

Applicants are also required to submit internal procedures for SEC approval, including organizational charts, QB evaluation criteria, compliance verification controls, and renewal processes.

Authorized registrars must assign a permanent QB identification number to each buyer. This number will remain unchanged through renewals and will not be reissued, even after cancellation, suspension, or revocation.

Registrars may issue three-year registration certificates if qualifications are maintained and must submit annual attestations verifying their clients’ continued eligibility.

For transactions involving QBs registered with other registrars, registrars may rely on existing certificates and may request additional documents if necessary, with support from the new Inter-Registrar Registry for validation.

“Registrars that relied on the registration submitted by a QB shall not incur any liability for doing so, provided that they complied with the requirements as they are deemed to be acting on good faith,” the SEC said.

Registrar authorization remains valid indefinitely unless revoked by the SEC or unless the commission approves a request to cease registrar functions.

“To cease registrar functions, a registrar must notify the SEC at least 30 days before the intended cessation date, and submit the required documents including the letter of intent, board resolution approving the cessation, and an attestation confirming the verification of continued compliance of all QBs in its registry before the cessation, together with the list of verified buyers, among others,” the Commission noted.

The SEC said it will evaluate complete submissions within 10 calendar days. If approved, the registrar must inform clients and counterparties at least 15 days before the effective cessation date. — Alexandria Grace C. Magno