How to Check if an Investment Is SEC-Registered in the Philippines

This article explains, in practical and legal terms, how a Philippine investor can verify whether (1) the entity offering an investment and (2) the investment product itself are properly registered or licensed with the Securities and Exchange Commission (SEC), including related regulators. It also gives step-by-step checklists, sample wording to request documents, and common red flags.

1) Why SEC registration matters

Under the Securities Regulation Code (SRC, Republic Act No. 8799), it is unlawful to offer or sell securities to the public in the Philippines unless the securities are registered with the SEC or exempt, and the issuer and salespersons possess the required licenses. Separate laws also require secondary licenses for specific businesses that typically “take investments,” such as lending and financing companies (RA 9474, RA 8556), investment companies (mutual funds), investment advisers, and broker/dealers. The Revised Corporation Code (RA 11232) governs corporate existence but does not by itself authorize investment solicitation.

Bottom line: A compliant offer usually shows three layers of legitimacy:

A legally existing entity (primary SEC registration as a corporation/partnership, or other lawful form),
The correct secondary license for the regulated activity (e.g., broker/dealer, investment company adviser, crowdfunding intermediary, financing/lending company, investment house), and
Registration or exemption for the specific securities being sold (plus a final or effective prospectus/offer document), or a clear basis for exemption.

2) The two distinct checks you must perform

A. Check the entity

Primary registration (existence): Certificate of Incorporation (or Partnership) issued by the SEC with the exact legal name and registration number.
Secondary license (authority): If the company solicits investments or deals in securities, it needs the proper SEC secondary license. Examples:
- Broker/Dealer and Salesmen/Associated Persons (individual licenses)
- Investment Company Adviser (for mutual funds)
- Crowdfunding Intermediary/Portal
- Investment House/Underwriter
- Financing or Lending Company (note: these cannot accept deposits; they may only issue credit and must follow strict disclosure caps/rates)
Validity & scope: Secondary licenses typically indicate category, effectivity/validity, and sometimes conditions. Confirm that the name on the certificate matches the entity you’re dealing with (no “doing-business-as” bait-and-switch).

B. Check the investment product

Securities registration: Public offers of shares, bonds/notes, commercial papers, investment contracts (including many “earn-X% monthly” schemes), mutual fund shares, and tokenized/digital asset securities require SEC registration unless exempt.
Offer documents: A compliant public offer will have an SEC-stamped Prospectus/Information Memorandum or a Certificate of Permit to Offer Securities for Sale (or equivalent approval).
Exemptions/exclusions: Some offerings may be validly exempt (e.g., private placements to a limited number of qualified investors, offers by the government, certain bank trust products, or unit investment trust funds). Exempt does not mean “unregulated”—it means the offer qualifies for a statutory or regulatory carve-out with its own documentation and limitations.

3) Step-by-step verification process (investor checklist)

Step 1: Collect the minimum dossier from the promoter

Ask—politely but firmly—for clear copies (PDF or hard copy) of:

SEC Certificate of Incorporation/Registration (entity)
Latest General Information Sheet (GIS) or equivalent showing current directors/officers
Applicable SEC Secondary License(s) (entity activity)
Securities Registration proof for the product (e.g., Registration Statement effective date, Certificate/Permit to Sell, final Prospectus)
Offer documents given to investors (Term Sheet, Subscription Agreement, Risk Factors)
For individuals selling to you: Their personal license (e.g., Salesman or Associated Person) and the licensed broker/dealer they represent

Sample request language:

“Before I proceed, kindly provide copies of your SEC Certificate of Incorporation, your current SEC secondary license authorizing you to solicit investments or deal in securities, and the SEC registration/permit (or exemption basis) for the specific product you’re offering, including the final prospectus or information memorandum.”

Step 2: Verify the entity’s identity

Check exact legal name, registration number, date of incorporation, and whether the entity is active and in good standing.
For groups using a brand/trade name, confirm the underlying SEC-registered legal entity and its link to the brand (e.g., via board resolution/authority to use the name).

Step 3: Verify the secondary license

Confirm the license type (e.g., broker/dealer vs. financing company; these are not interchangeable).
Verify the validity period, any suspensions, and scope (e.g., retail crowdfunding portal vs. advisory only).
For lending/financing entities, ensure they are not soliciting “investments” or “time deposits,” which is prohibited.

Step 4: Verify the product’s registration or exemption

Look for the SEC approval of the Registration Statement and the effective prospectus (or the specific exemption/exclusion invoked).
Cross-check that the issuer on the approval is the same entity making the offer to you.
Inspect Risk Factors, Use of Proceeds, Fees/charges, Lock-ups/holding periods, Right to rescind, Default/credit risk, and Dispute resolution.

Step 5: Verify the people selling to you

Salespersons must be duly licensed and act through a licensed firm.
Verify the person’s name, ID number, and employer match the license records.
Refuse to transact if the seller asks you to pay to a personal account or an unrelated entity.

Step 6: Sanctions/advisories cross-check

Check whether the entity or persons appear in SEC Advisories, Cease-and-Desist Orders, or Revocation/suspension lists.
Treat glossy “certificates” or “accreditations” from private groups as non-regulatory unless anchored in Philippine law/regulation.

4) Special cases and how to assess them

A. Mutual funds vs. UITFs

Mutual funds are investment companies regulated by the SEC; their fund shares are securities requiring proper registration and a prospectus.
UITFs are bank trust products regulated by the Bangko Sentral ng Pilipinas (BSP); they are typically exempt from SEC securities registration, but are not unregulated—they must comply with BSP rules and bank disclosures. Ensure the offering bank is legitimate and the product documentation is official.

B. Crowdfunding/online platforms

Platforms facilitating the offer/sale of securities to the public generally need an SEC license as a crowdfunding intermediary/portal, and issuers offering through them must meet offering limits and disclosure requirements. Always verify the portal’s license and the issuer’s compliance.

C. Crypto/digital asset offerings

If a token/crypto confers profit expectation from others’ efforts or represents a share/claim in a project, it may be an investment contract, i.e., a security under the SRC. That typically triggers SEC registration (or a valid exemption).
Exchanges and virtual asset providers may require BSP authorization for their activities; BSP authorization does not replace SEC securities registration when the token is a security. Insist on seeing both the regulatory basis and the product’s disclosures.

D. Private placements and qualified buyers

Offers limited to qualified buyers or to a small number of offerees may rely on exemptions, but exemptions have strict conditions (e.g., limits on offerees, resale restrictions, and investor qualifications). You should still receive formal exemption disclosures and acknowledgments.

5) Red flags that strongly suggest the offer is not SEC-registered

Guaranteed high returns (e.g., 10–30% monthly) with little or no risk explanation
Referral commissions for recruiting new investors (hallmark of pyramid/Ponzi structures)
Payment to personal or unrelated corporate accounts; requests for crypto-only payment “to avoid regulation”
No prospectus/permit; evasive answers when you ask for registration proof
Misuse of unrelated licenses (e.g., showing a lending license to justify investment solicitation)
Name mismatches between certificates, receipts, and the entity soliciting funds
Pressure tactics: “limited slots today,” “pre-approval by SEC” (there is no such shortcut)

6) How to read the documents you receive

Certificate of Incorporation: Confirm exact name and registration number; this proves existence only, not authority to sell investments.
Secondary License: Check license type, validity, conditions, and issuing department; ensure it aligns with the business model (e.g., “broker/dealer” vs. “financing”).
Securities Registration/Permit & Prospectus: Confirm issuer name, security type, offering period, price, use of proceeds, risk factors, distribution arrangements, selling restrictions, and financial statements.
Salesperson License/ID: Must indicate the licensed firm and the person’s full name; verify consistency with business cards, email domain, and payment instructions.

7) Investor protections and potential remedies

Administrative enforcement: The SEC can issue Advisories, Cease-and-Desist Orders, suspend/revoke licenses, and file criminal actions for SRC violations.
Civil liability: Buyers in unregistered or misrepresented offerings may pursue rescission or damages under the SRC and the Civil Code, subject to prescriptive periods and proof requirements.
Criminal liability: Willful violations of the SRC (e.g., selling unregistered securities, fraud) can result in fines and imprisonment.
Where to complain: The SEC’s enforcement/investor protection office accepts complaints with supporting documents (IDs, contracts, receipts, chat/email logs, bank proofs). You may also report to law enforcement for estafa and to BSP if banks/UITFs or VASPs are involved.

8) Practical playbooks

A. 10-minute triage (before any payment)

Request (i) SEC primary registration, (ii) secondary license, (iii) product registration or exemption papers, (iv) salesperson’s individual license.
Refuse if any item is missing, expired, mismatched, or unverifiable.
Screenshot/keep all marketing materials and communications.

B. Due-diligence questions to ask (verbatim)

“Which SEC secondary license authorizes your company to solicit this investment from the public?”
“What securities registration or exemption covers this specific product? Please send the SEC permit/effective date and final prospectus.”
“Under which entity name will my subscription contract be issued, and does that match your SEC approvals?”
“Are your salespersons individually licensed? Please share their license numbers and the broker/dealer they represent.”

C. Documentation to retain

Copies of all certificates, licenses, prospectus/IM, contracts, payment proofs, IDs, communications, and ad materials. Keep a secure, time-stamped archive.

9) Coordination with other regulators

BSP: Banks, UITFs, trust products, and virtual asset service providers fall under BSP prudential/AML oversight (separate from SEC securities rules).
Insurance Commission: VULs and insurance products are not “securities” but are regulated insurance contracts; verify insurer authorization and product approval with the IC.
PCAB/DOE/DTI/PEZA/LGU (context-dependent): Sector-specific permits never substitute for SEC securities registration.

10) Frequently asked scenarios

Q: The company shows a lending company license and promises “18% monthly returns” if I “invest” in their lending pool. Is that okay? A: No. A lending license does not authorize investment solicitation from the public. “Pool” arrangements are typically investment contracts that require securities registration (or a valid exemption) and proper selling licenses.

Q: The offer is “private”—only 15 investors—but I’m a retail customer, not a qualified buyer. A: “Private” labeling alone doesn’t create an exemption. Exemptions are narrow and must meet all conditions. Ask for the specific exemption and the corresponding disclosures.

Q: The token has utility (discounts) but also promises profit sharing from project revenues. A: Profit-sharing/expectation of profit from others’ efforts points to an investment contract—likely a security—triggering SEC requirements regardless of “utility” branding.

Q: A bank is offering a UITF—no SEC prospectus was provided. A: UITFs are under BSP rules and are generally exempt from SEC registration, but you should receive official plan rules, key information, and risk disclosures from the bank.

11) Clean, defensible decision tree (summary)

Is there money from the public with expectation of profits from others’ efforts? → Likely a security.
Does the issuer have SEC securities registration (or a valid exemption) for this product? → If no, do not invest.
Does the entity hold the correct SEC secondary license(s) for the activity, and are the salespersons individually licensed? → If no, do not invest.
Do names, numbers, and documents match—and are they current? → If no, do not invest.
Are returns realistic and risks fully disclosed in an SEC-vetted document? → If no, do not invest.

12) Final reminders

Entity registration ≠ authority to sell investments.
Product registration/exemption and proper licensing of both firm and salesperson are essential.
If documents are missing, unclear, expired, or unverifiable, the safest course is to walk away.
Keep thorough records; they are crucial if enforcement or recovery becomes necessary.

Stay skeptical, ask for the right documents, and verify before you invest.