PHI SEC Real Estate Securities Guides

Updated on: Apr 3, 2025

Latest Event


  • Mar. 2025 Grace Period
  • On Mar. 31, 2025, PHI SEC offered grace period re compliance with guidelines above.
  • Registration of securities by real estate developers and/or managers as per circular 12 of 2024, also known as SEC RENT, shall be made on or before Sep. 30, 2025.

On May 3, PHI SEC drafted real estate non-traditional securities rules.

  • PHI SEC issued notice requesting comments on a draft memorandum circular on Securities and expanding capital in real estate non-traditional securities (SEC RENT).
  • Overview of Guidelines
  • The guidelines outline the registration of securities by real estate companies, developers, and managers involved in the sale or distribution of investment contracts.
  • In addition, certificates of participation or participation in a profit-sharing agreement over rental pools of real estate properties by using the Form SEC RENT.
  • It covers the issuance of investment contracts, certificates of participation, profit-sharing agreements and other forms of securities in relation to rental pool agreements.
  • Disclosures and Requirements
  • The registrant shall provide the required financial information and disclosures in accordance with the Philippine Financial Reporting Standards (PFRS) and other rules.
  • There are documentary filing requirements and provisions on application compliance.
  • Securities which are intended to be issued in tranches at more than one instance, may be offered on a continuous or delayed offering for a period not exceeding 3 years.
  • Further provisions on underwriting requirements and plans of distribution; eligibility requirements; subsequent offering; approval of applications; and penalty clauses.
  • Consultation Period
  • Stakeholders can submit comments until May 17, 2024.
  • Jul. 16, 2024 Guidelines Adopted
  • On Jul. 16, 2024, PHI SEC adopted guidelines for registering securities from real estate companies, using Form SEC RENT; effective after publication in two newspapers.
  • Jul. 24, 2024 PHI SEC Press Release
  • On Jul. 24, 2024, PHI SEC introduced SEC RENT, targets real estate developers offering properties with rental pool agreements, where units in condos, hotels, or dormitories are pooled together for rental, generating shared income for unit owners.
  • These arrangements are classified as securities and require registration with PHI SEC.
  • Involves multiple approvals, comprehensive reviews; if all criteria are met, public offering of these securities must start within 10 BDs of registration approval.
  • Document dated Jul. 24, 2024, received from PHI SEC Jul. 26, summarized Jul. 30.
  • Mar. 2025 Grace Period
  • On Mar. 31, 2025, PHI SEC offered grace period re compliance with guidelines above.
  • Registration of securities by real estate developers and/or managers as per circular 12 of 2024, also known as SEC RENT, shall be made on or before Sep. 30, 2025.
Regulators
PHI SEC
Entity Types
B/D; Inv Co
Reference
Nt, 3/31/2025; PR 2024-73, 7/24/2024; Memo 12/2024, 7/16/2024; Nt, CP 5/3/2024
Functions
Accounting; Compliance; Financial; Operations; Product Design; Reporting; Risk; Sales Practices; Treasury; Underwriting
Countries
Philippines
Category
State
N/A
Products
Fund Mgt; Issuance/IPO; REITs; Securities
Rule Type
Final
Regions
AP
Rule Date
May 3, 2024
Effective Date
Sep 30, 2025
Rule ID
210823
Linked to
N/A
Reg. Last Update
Mar 31, 2025
Report Section
International