Bond shelf registration stretched to 5 years
The Securities and Exchange Commission (SEC) has extended the validity of bond shelf registration offerings, citing the need to provide “greater flexibility and efficiency” in tapping the capital markets amid volatile market conditions.
SEC Memorandum Circular No. 12 Series of 2025 amended Rule 8.1.2. of the 2015 Implementing Rules and Regulations of the Securities Regulation Code.
The memorandum extended the maximum shelf registration period of securities to five years from three years previously, starting from the date of the registration statement.
Shelf registration allows companies to register with the SEC securities that they plan to sell at a later date, allowing them the flexibility to choose the timing of the sale based on market conditions. Portions of the registered securities may be offered in tranches.
“The commission recognizes 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 said in its memorandum.
The memorandum likewise stipulates that for each subsequent tranche after the initial offering, issuers will not need to file a new offer supplement.
Instead, they may update their existing and approved offer supplement while expressly stating which items were not changed.
For each subsequent tranche offered within the year from the last issuance, the company needs to submit an application for a permit to sell within seven calendar days before the offer. Otherwise, they are given 30 days.
“In all cases, the review period shall be reckoned from the date of complete submission of the required documents and payment of the corresponding registration fees,” the SEC said.
Under SEC MC No. 7 Series of 2025, requests left unaddressed beyond the prescribed processing time will be “deemed approved” to provide strict adherence to the existing SEC guidelines and the law on ease of doing business.
In its 2025 Citizen’s Charter, the SEC needs to process documents related to shelf registrations, which are classified “highly technical,” within 45 days.
