THE Securities and Exchange Commission (SEC) has issued a memorandum prescribing standard forms and procedures for exempt transactions under the Securities Regulation Code (SRC).
Memorandum Circular (MC) No. 11, Series of 2025 introduced new filing templates for issuers claiming exemptions under Sections 10.1 and 10.2 of the SRC to standardize documentation and ensure consistent submissions for optional confirmation of exemptions and employee stock option plans.
The circular created Form 10.1 — Application for Optional Confirmation of Exempt Transaction under Section 10.1, which allows issuers to request confirmation that a transaction qualifies for exemption even if the SRC does not require prior notice or fees.
The form requires issuers to disclose the type of securities, offering price, and maximum aggregate amount.
Applicants must indicate whether securities were sold to “new investors not exceeding 19” or to qualified buyers, with supporting documents if the investors are natural or juridical persons.
Issuers must also submit a Written Disclosure to Investors, in line with SRC Rule 10.1.1, containing prescribed details about the issuer and the securities.
Other attachments include the articles of incorporation, bylaws, audited financial statements, and a certified list of investors. While the form provides a field for filing fees, no fixed amount is specified for Section 10.1 confirmations.
For stock option plans, the SEC issued Form 10.2, which sets out documentary and reporting requirements under Section 10.2 of the SRC. These include board approval, stockholder approval if required, and certifications that employees or optionees were informed of the plan and provided relevant materials.
Supporting exhibits cover the plan itself, a certified list of optionees, and proof of disclosure. Issuers must also file an annual report to the SEC on or before Jan. 10 of each year until the full issuance of shares.
Applications under Section 10.2 are subject to a filing fee equivalent to one-tenth of 1% of the aggregate value of the securities, plus a 1% legal research fee.
Both forms likewise require disclosure of any securities sold or proposed to be sold within the past 12 months, as well as certifications signed by the corporate secretary and other responsible officers.
MC No. 11 said issuers must comply with the procedural and documentary requirements outlined in the forms to validly claim exemptions, noting that the exhibits and certifications form part of the application process. — Alexandria Grace C. Magno
