SEC Amends Rules On Shelf-Registration

On 19 September 2025, the Securities and Exchange Commission (the "SEC") issued Memorandum Circular No. 12, or the Amendments to Rule 8.1.2 of the 2015 Implementing Rules and Regulations of the Securities Regulation Code – Delayed and Continuous Offering and Sale of Securities (Enhanced Shelf Registration) ("Enhanced Shelf-Registration Rules").

As a result of the SEC's recognition of the need to enhance the shelf registration framework to provide greater flexibility and efficiency in the offering of securities through continuous or delayed tranches, while ensuring adequate disclosures, investor protection and regulatory oversight, the SEC promulgated the Enhanced Shelf-Registration Rules, amending Rule 8.1.2 of the Implementing Rules and Regulations ("SRC IRR") of the Securities Regulation Code ("SRC").