THE SECURITIES AND EXCHANGE COMMISSION

ABOUT SEC
POWERS AND FUNCTIONS
MANDATE, MISSION, VALUES AND VISION
THE SEC LOGO
DEPARTMENT AND OFFICES
THE MANAGEMENT

POWERS AND FUNCTIONS

The Commission shall have the powers and functions provided by the Securities Regulation Code, Presidential Decree
No. 902-A, as amended, the Corporation Code, the Investment Houses Law, the Financing Company Act, and other
existing laws.
Under Section 5 of the Securities Regulation Code, Rep. Act. 8799, the Commission shall have, among others,  the
following powers and functions:
(a) Have jurisdiction and supervision over all corporations, partnerships or associations who are the grantees of
primary franchises and/or a license or permit issued by the Government;
(b)   Formulate policies and recommendations on issues concerning the securities market, advise Congress and
other government agencies on all aspects of the securities market and propose legislation and amendments
thereto;
(c) Approve, reject, suspend, revoke or require amendments to registration statements, and registration and
licensing applications;
(d) Regulate, investigate or supervise the activities of persons to ensure compliance;
(e) Supervise, monitor, suspend or take over the activities of exchanges, clearing agencies and other SROs;
(f) Impose sanctions for the violation of laws and the rules, regulations and orders issued pursuant thereto;
(g) Prepare, approve, amend or repeal rules, regulations and orders, and issue opinions and provide guidance on
and supervise compliance with such rules, regulations and orders;
(h) Enlist the aid and support of and/or deputize any and all enforcement agencies of the Government, civil or
military as well as any private institution, corporation, firm, association or person in the implementation of its
powers and functions under this Code;
(i) Issue cease and desist orders to prevent fraud or injury to the investing public;
(j) Punish for contempt of the Commission, both direct and indirect, in accordance with the pertinent provisions of
and penalties prescribed by the Rules of Court;
(k) Compel the officers of any registered corporation or association to call meetings of stockholders or members
thereof under its supervision;
(l) Issue subpoena duces tecum and summon witnesses to appear in any proceedings of the Commission and in
appropriate cases, order the examination, search and seizure of all documents, papers, files and records, tax
returns, and books of accounts of any entity or person under investigation as may be necessary for the proper
disposition of the cases before it, subject to the provisions of existing laws;
(m) Suspend, or revoke, after proper notice and hearing the franchise or certificate of registration of corporations,
partnerships or associations, upon any of the grounds provided by law; and
(n) Exercise such other powers as may be provided by law as well as those which may be implied from, or which are
necessary or incidental to the carrying out of, the express powers granted the Commission to achieve the
objectives and purposes of these laws.

Under Section 5.2 of the Securities Regulation Code, the Commission’s jurisdiction over all cases enumerated under
Section 5 of PD 902-A has been transferred to the Courts of general jurisdiction or the appropriate Regional Trial Court.  
The Commission shall retain jurisdiction over pending cases involving intra-corporate disputes submitted for final
resolution which should be resolved within one (1) year from the enactment of the Code.   The Commission shall retain
jurisdiction over pending suspension of payments/rehabilitation cases filed as of 30 June 2000 until finally disposed.
Considering that only Sections 2, 4, and 8 of PD 902-A, as amended, have been expressly repealed by the Securities
Regulation Code, the Commission retains the powers enumerated in Section 6 of said Decree, unless these are
inconsistent with any provision of the Code.

MANDATE, MISSION, VALUES AND VISION

MANDATE
1. The Securities and Exchange Commission (SEC) or the Commission is the national government regulatory agency
charged with supervision over the corporate sector, the capital market participants, and the securities and
investment instruments market, and the protection of the investing public. Created on October 26, 1936 by
Commonwealth Act (CA) 83 also known as The Securities Act, the Commission was tasked to regulate the sale
and registration of securities, exchanges, brokers, dealers and salesmen. Subsequent laws were enacted to
encourage investments and more active public participation in the affairs of private corporations and enterprises,
and to broaden the Commission’s mandates. Recently enacted laws gave greater focus on the Commission’s role
to develop and regulate the corporate and capital market toward good corporate governance, protection of
investors, widest participation of ownership and democratization of wealth.

SEC is the registrar and overseer of the Philippine corporate sector; it supervises more than 600,000 active corporations
and evaluates the financial statements (FS) filed by all corporations registered with it. SEC also develops and regulates
the capital market, a crucial component of the Philippine financial system and economy. As it carries out its mandate, SEC
contributes significantly to government revenues.

With the growing number of corporations and other forms of associations that SEC supervises and monitors, and given
the evolving nature of transactions where the corporate vehicle is being used to defraud the investing public, as well as
the ever dynamic character of the capital market, SEC must progressively perform its critical role as the prudent registrar
and supervisor of the corporate sector and the independent guardian of the capital market.
Subsequent laws enacted to broaden the Commission's mandates, powers, and functions were:

The SEC Reorganization Act or Presidential Decree (PD) 902-A in 1976, as subsequently amended by PDs 1653, 1758
and 1799 reorganized the Commission to give it ample powers to protect the public and their investments. Under the
Act, the Commission was reorganized into a collegial body; and was given additional powers and functions, including
quiasi-judicial powers over intra-corporate disputes as well as absolute jurisdiction, supervision and control over all
corporations, partnerships or associations that are the grantees of primary franchise and/or a license or permit issued
by the government to operate in the Philippines.

2. The Corporation Code of the Philippines (CCP) or the Batas Pambansa (BP) 68 in 1980 gave SEC the mandate to
register corporations, collect fees from registering corporations, and prescribe reportorial requirements. Along
with the granting of authority to register corporations, it empowered SEC to reject articles of incorporation or
disapprove any amendment thereto if the same is not in compliance with the requirements of BP 68. The Code
also required all registered corporations to submit to SEC an annual report of its operations, together with a
financial statement of assets and liabilities, certified by an independent certified public accountant (CPA) in
appropriate cases, and such other requirements as SEC may require within the prescribed period. Likewise, it
authorized SEC to promulgate rules and regulations reasonably necessary to enable it to perform its duties
particularly in the prevention of fraud and abuses on the part of the controlling stockholders, members,
directors, and trustees or officers of corporations.

3. The Revised Corporation Code (RCC) or RA 11232, signed into law by President Rodrigo R. Duterte on 20
February 2019 and took effect on 23 February 2019, amended the almost four-decade-old BP 68 and forms
part of the present administration's legislative priorities. It aligns with the 10-point socio-economic agenda of
the President, specifically in increasing the Philippine economy's competitiveness and improving the ease of
doing business in the country.

The RCC aims for a more competitive corporate sector, as it adopts international best practices and standards
tailored to address the needs and realities of the Philippine corporate setting, and introduces new concepts
 and mechanisms to help the Philippines keep up with the changing times.
Among the notable amendments to the Corporation Code is the grant of a perpetual corporation term for
existing and future corporations unless provided in their articles of incorporation. The RCC also allows the
formation of one-person corporation, a corporation with a single stockholder and without a minimum
authorized capital stock required. Another salient feature of the RCC is the provision for an emergency board
when a vacancy in a corporation’s board of directors prevents the remaining directors from constituting a
quorum and consequently from making emergency actions required to prevent grave, substantial and
irreplaceable loss or damage.

The RCC also allows corporations to adopt alternative dispute resolution mechanisms for intra-corporate issues except
those involving criminal offenses and interests of third parties. As part of efforts to improve ease of doing business in
the country, the RCC mandated the Commission to develop and implement an electronic filing and monitoring system.
The SEC is mandated to promulgate rules to facilitate and expedite, among others, corporate name reservation and
registration, incorporation, submission of reports, notices, documents required under the Code, and sharing of
pertinent information with other government agencies. To ensure optimal stockholder participation, meanwhile, the
RCC will allow the use of remote communication such as videoconferencing and teleconferencing during stockholder
meetings. Stockholders may also participate and vote in absentia.
4. The Revised Securities Act or BP 178 in 1982 repealed CA 83 in its entirety to give way to a new statute that
would enable the SEC to keep pace with new and more complex securities instruments, trading vehicles and
strategies. BP 178 provided, among others, for a more sophisticated disclosure mechanism of securities to be
offered to investors.
5. The Securities Regulation Code (SRC) or Republic Act (RA) 8799 in 2000 provided for the SEC reorganization to
give greater focus on the Commission’s role in capital market development, fostering good corporate
governance (CG) and enhancing investor protection. The SRC also provided for the transfer of the Commission’s
jurisdiction over all cases enumerated under Section 5 of PD 902-A to the Courts of general jurisdiction or the
appropriate Regional Trial Court. The SRC also defined in clear terms fraud and criminal offenses related to
securities transactions, and strengthened SEC regulatory functions over all entities dealing in securities such as
Self-Regulatory Organizations (SROs) or the Philippine Stock Exchange (PSE), Philippine Dealing and Exchange
Corporation (PDEx) and Capital Market Integrity Corporation; as well as market professionals such as brokers
and dealers, among others.
6. The SRC restated the requirements for the submission of an annual report by companies of their operations,
together with FS, certified by an independent CPA, and such other requirements as SEC may deem necessary. It
also included provisions on internal record keeping and accounting controls to be complied with by companies.
The SRC Implementing Rules and Regulations (IRR), the latest amendment of which is known as the 2015 SRC
Rules, took effect on November 9, 2015.

7. Section 68 of the SRC on special accounting rules reinforced the power of SEC to make, amend and rescind such
accounting rules and regulations as may be necessary to carry out the provisions of the SRC and those of the
CCP relative to financial reporting. It also includes rules and regulations governing registration statements and
prospectuses for various classes of securities and issuers, and defining accounting, technical and trade terms
used; the power to prescribe the form or details to be shown in the FS, and the methods to be followed in the
preparation of accounts, appraisal or valuation of assets and liabilities, and other financial statement items,
among others.

8. In line with this, Rule 68, the Special Accounting Rules was issued in 2001 as part of the SRC IRR. Rule 68
specifically provides for the general guides to FS preparation, responsibility to FS, qualifications and reports of
independent auditors, additional requirements for independent auditors of SEC-regulated entities and other
entities, independence of auditors, engagement of independent auditors, audit reports, including the
accreditation of independent auditors as well as review of their quality assurance processes. Rule 68 has
undergone several amendments, the latest of which was in 2011; and is presently in the process of
amendments to ensure reliability of the FS and the protection of investors. Financial Reporting Bulletins (FRBs)
 are also issued by the Commission as needed to cover additional Financial Reporting Requirements.
9. Credit Information System Act (CISA) or RA 9510 in 2008 mandated the SEC to be the lead government agency
to implement and enforce the said Act. It designated the Chairman of the SEC to be the Chairman of the Board
of Directors of the Credit Information Corporation (CIC), whose primary purpose is to receive and consolidate
basic credit data; to act as a central registry or central repository of credit information; and, to provide access
to reliable, standardized information on credit history and financial condition of borrowers.

10. Microfinance Nongovernment Organizations (NGOs) Act or RA 10693 in 2015 mandated SEC to establish an
accrediting body to be known as the Microfinance NGO Regulatory Council which shall, among others, institute
and operationalize a system of accreditation for Microfinance NGOs; issue certificate of accreditation as a
Microfinance NGO upon determination that the criteria set for this purpose have been fully satisfied; and,
monitor the performance of Microfinance NGOs to ensure continuing compliance with the provisions of the Act
and its IRR. The Chairman of SEC or designated representative shall serve as the Chairperson of the Council;
and the Council shall be assisted by a secretariat to be lodged in the SEC, which shall coordinate the activities
involved in the accreditation process.

11. Today, SEC is tasked with “serious responsibility of enforcing all laws affecting corporations and other forms of
associations not otherwise vested in some other government offices.” In addition to the aforementioned laws,
the Commission also implements and acts either as lead or support agency in administering and enforcing
special laws, the more significant of which are:
•  Anti-Money Laundering Act of 2001 (RA 10365), as amended
•  Lending Company Regulation Act (LCRA) of 2007 (RA 9474)
•  Financing Company Act (FCA) (RA 8556), as amended
•  Investment Company Act (RA 2629), as amended,  and its IRR
•  Investment Houses Law (PD 129)
•  Retail Trade Liberalization Act of 2000 (RA 8762)
•  Foreign Investments Act of 1991 (RA 7402), as amended
•  Omnibus Investments Code of 1987 (E.O. 226, Book III)
•  Anti-Dummy Law (Commonwealth Act 108), as amended
•  Civil Code of the Philippines (RA 386, Title IX - Partnership)
•  Securitization Act of 2004 (RA 9267)
•  Real Estate Investment Trust Act of 2009 (RA 9856)
•  Personal Equity and Retirement Account Act of 2008 (RA 9505)
•  Ease of Doing Business and Efficient Government Service Delivery Act of 2018 (RA 11032)

VISION
By 2025, the SEC with its driven, highly-trained and customer-centric team of professionals, equipped with innovative
technology and automated registration and data management systems, is the premier investor champion and catalyst of
a broadened and informed investor-based capital market and business sector considered among the best in the
Southeast Asian Region.
MISSION
We are the gateway to doing business in the Philippines. We provide a competitive and secure environment for easy
company registration, efficient capital formation, and broad investor participation.
CORE VALUES
INTEGRITY
We are ethical, honest, fair, and sincere in our private and public lives.
PROFESSIONALISM
We are capable and competent in performing our mandate, we excel in our fields of expertise, and we possess high
ethical principles and standards which are essential in providing timely, quality, and committed public service.
ACCOUNTABILITY
We are responsible for our actions and decisions.
TEAMWORK
We collaborate to achieve our common goals and tasks in a seamless and efficient manner
INDEPENDENCE
We act without fear or favor, and render sound judgment in the performance of our duties and responsibilities.

THE NEW SECURITIES AND EXCHANGE COMMISSION LOGO

Principal Elements of the Logo

•  Hexagon – The shape depicts the SEC’s core values. It also suggests balance, cohesion and communication.
•  Three Rising Buildings – The bars represent the corporations, the SEC, and the investors. The image of these
buildings connotes the SEC’s contribution to national economic development through its three critical roles,
viz: corporate registrar, corporate regulator, and champion of investor protection.
•  Diamond – Each side of the diamond corresponds to the people who make up the agency working together
towards the achievement of its mission and its vision, viz: the leadership, the management, the technical
specialists, and the support staff.

Subliminal Elements of the Logo

• Shield – The logo is reminiscent of a shield symbolizing the protection that the SEC provides to investors.
• Gold Bars – The two bars on both sides are shaped as gold bars denoting wealth and prosperity, which are important
facets of the market it encompasses.
• Philippine Flag – The three shades of the logo take their cue from the color pattern of the Philippine flag – to pay
homage to the Republic that the agency serves.

Color
The SEC’s official color is green, which signifies life, growth and harmony. It also denotes money and finances.

Registration in the National Historical Commission of the Philippines

The logo is duly registered in the National Historical Commission of the Philippines signed in April 2016 by its Chair, Hon.
Maria Serena I. Diokno, and by the Deputy Executive Secretary of the Office of the President, Hon. Michael P. Ong.

DEPARTMENTS
Markets and Securities Regulation Department
Corporate Governance and Finance Department
Company Registration and Monitoring Department
Enforcement and Investor Protection Department
Economic Research and Training Department
Information and Communications Technology Department
Human Resource and Administration Department
Financial Management Department
SPECIAL OFFICES
Office of the Commission Secretary
Office of the General Counsel
Office of the General Accountant
EXTENSION OFFICES

The Management

CHAIRMAN EMILIO B. AQUINO

COMMISSIONER EPHYRO LUIS B. AMATONG
COMMISSIONER JAVEY PAUL D. FRANCISCO
COMMISSIONER KELVIN LESTER K. LEE

SEC Company Registration System

http://crs.sec.gov.ph << Please Click
The Company Registration System (CRS) is the full automation and online pre-processing of corporations and
partnerships, licensing of foreign corporations, amendments of the articles of incorporation and other corporate
applications requiring SEC approval.
The SEC as the corporate register of domestic companies and foreign corporations doing business in the
Philippines takes pride to be in the forefront of introducing and implementing reforms by making business
registration process simpler, faster, more efficient and more transparent.
The CRS special features are as follows:
• Online Verification of Company Name
• Online Appeal for Disallowed Proposed Name
• Online Fill-out of Articles of Incorporation (AI) and By-laws (BL);
• With Built-in Validation in the Pre-form and In-form Data Encoding;
• Online Submission thru Uploading of Documents for Internal Processing/Evaluation;
• Online Issuance of Deficiencies on Submitted/Uploaded Application;
• Online Assessment of Filing Fees;
• Online Payment of Fees.

CRS Application Status Online Inquiry

http://crsquery.sec.gov.ph << Please Click
The Securities and Exchange Commission is announcing the availability of the Company Registration System (CRS)
Application Status Online Inquiry.
The facility will allow CRS users to verify the status of their application online at their convenience without going to the
SEC Office.
The facility is available 24/7, accessible from any device – desktop, phone or tablet, anytime and anywhere. Simply
access the CRS Application Status Online Inquiry with URL: http://crsquery.sec.gov.ph/ and log in using the email address
for CRS and transaction number.