SEC Registration Checks for Investment Platforms in the Philippines
(Comprehensive legal-practice overview — June 2025)
Quick takeaway: Before you invest or launch an online investment platform in the Philippines, you must verify both a platform’s primary SEC registration and any secondary license that authorises its specific investment activity (brokerage, crowdfunding portal, investment adviser, etc.). Operating without either is illegal and exposes the platform — and, in some cases, its officers and even investors who knowingly participate — to fines, imprisonment, asset freezes, and rescission of transactions.
1 | Core Legal Framework
| Instrument | Key Sections | Relevance to Investment Platforms |
|---|---|---|
| Securities Regulation Code (RA 8799) | Secs. 3, 8, 11, 28, 73 | Defines “securities,” requires prior registration of securities & intermediaries, empowers SEC to issue cease-and-desist orders (CDOs) and criminal sanctions. |
| Investment Company Act (RA 2629) | Secs. 4-13 | Governs mutual funds/UITFs; digital fund distributors need secondary license as Investment Company Adviser/Distributor. |
| Revised Corporation Code (RA 11232) | Secs. 13-19, 158-165 | Sets out incorporation and corporate governance rules; fintech platforms must first secure a Certificate of Incorporation. |
| Financing Company Act (RA 9474) & Lending Company Act (RA 9474 as amended) | Full text | Apply when platform extends credit or peer-to-peer (P2P) lending; requires a secondary Financing or Lending Co. License. |
| Crowdfunding Rules (SEC Memorandum Circular 14-2019, as amended by MC 09-2021) | Entire circular | Introduces licenses for Crowdfunding Intermediary (CF-I) and Funding Portal (CF-P); sets ₱10 M–₱50 M project caps, escrow, disclosure & investor-limit rules. |
| FinTech (“Digital Asset & DAO”) Draft Rules | Public consultation 2024-2025 | Expands registration to platforms offering tokenised securities, DAO-issued assets, or fractionalised real-estate NFTs. |
| Financial Products & Services Consumer Protection Act (RA 11765) | Secs. 4-10 | Aligns SEC, BSP, and IC powers; allows restitution, administrative fines up to ₱2 M per day of violation. |
| Anti-Money Laundering Act (RA 9160, as amended) | Sec. 3(b), Sec. 4 | Requires covered persons (brokers, crowdfunding portals, VASPs) to implement KYC, STR/CTR reporting. |
| Data Privacy Act (RA 10173) | Arts. 20-22 | Investment platforms are “personal information controllers”; data-handling breaches can trigger SEC sanctions and NPC penalties. |
2 | What Counts as an “Investment Platform”?
The SEC treats an “investment platform” broadly: any digital system (website, app, chatbot, API, DAO interface, even a Telegram or Facebook group) that solicits, sells, or facilitates the sale of securities or investment contracts to the Philippine public. Common categories:
- Online securities broker–dealers (traditional equities, bonds, ETFs)
- Crowdfunding intermediaries / funding portals (startup equity, project-based raises)
- Digital asset marketplaces (tokenised securities, STOs, asset-backed tokens)
- P2P lending / invoice-discounting portals (credit-focused)
- Robo-advisers / discretionary portfolio managers
- Collective investment scheme distributors (mutual funds, UITFs)
If an activity involves expectation of profit primarily from the efforts of others (Howey test, applied locally), the SEC presumes it to be a security that must be registered.
3 | SEC Registration & Licensing Sequence
| Step | Responsible Party | Timeline* | Notes |
|---|---|---|---|
| Name Reservation via SEC’s Company Registration System (CRS / eSPARC) | Promoter | ~1 day | Must contain “FinTech,” “Funding Portal,” etc., if applicable. |
| Primary License — Certificate of Incorporation | Company | 3-15 days | Paid-up capital: ₱5 M (broker), ₱10 M (CF-I), ₱50 M (investment house). |
| Secondary/Special License (choose all that apply) | Company | 30-60 days | • Broker-dealer (SRC Sec. 28) • Investment company adviser / distributor • CF-I / CF-P • Financing/Lending Co. • Transfer agent • Portal for digital asset offering (DAO rules, once final). |
| Market Participants Registry (MPR) Listing | SEC | 1-3 days | Issuance of unique MP code; required for PSE/BAP connectivity. |
| Annual Compliance Filings | Company | Ongoing | Audited FS, GIS, AML–CFT reports, ICT/cyber-resilience attestation, beneficial-ownership disclosure (BOF). |
*Indicative processing times assuming complete documents and no clarifications.
4 | How to Perform a Public SEC Registration Check
Primary License Verification
- SEC Company Registration System — Search. Enter the exact corporate name or SEC registration number.
- SEC Express One-Hundred / SEC iView. Pay ₱50–₱120 to download a plain or certified true copy of the Certificate of Incorporation.
Secondary/Special License Verification
Market Participants Registry (MPR). Lists all active broker-dealers, underwriters, transfer agents.
Official SEC Lists on www.sec.gov.ph:
- Registered Crowdfunding Intermediaries & Funding Portals
- Licensed Financing & Lending Companies
- Registered Investment Company Advisers / Mutual Fund Distributors
Check for Advisories. The SEC posts “Investor Alerts,” CDOs, and revocation orders; a platform may hold a primary license but have a suspended secondary license.
Certificate Authenticity
Ensure the physical or PDF certificate bears:
- QR/barcode (introduced 2022)
- “Republic of the Philippines” watermark
- Dry seal or e-seal
- Correct Corporate Secretary’s e-signature.
Cross-Agency Licenses (if relevant)
- Bangko Sentral ng Pilipinas (BSP). Check for Virtual Asset Service Provider (VASP) or Electronic Money Issuer (EMI) license.
- Insurance Commission (IC). If the platform offers variable-unit linked products.
Consumer Protection Desk
- SEC Public Assistance & Complaints Center (PACC). Email or walk-in at Secretariat Building, PICC Complex.
- Toll-free hotline 1-SEC (+63 2 5322-1539). Expect written confirmation within 5 working days.
5 | Red-Flag Indicators of an Unlicensed Platform
| Red Flag | Why It Matters |
|---|---|
| Promises fixed or exaggerated returns (“3% daily,” “double in 30 days”). | Indicative of investment contract → needs registration. |
| Collects deposits via personal bank accounts or GCash numbers. | Evades traceability and AML rules. |
| Incorporation in another jurisdiction but targets Philippine residents without a cross-border exemption. | Extraterritorial reach of SRC applies; still needs SEC licence. |
| Uses “Certificate of Authority” meant for Lending Cos. to justify securities sales. | Wrong license class. |
| On SEC’s Advisories List or subject to CDO/injunction. | Operating illegally. |
6 | Penalties for Non-Compliance
| Violation | Primary Legal Basis | Sanction Range |
|---|---|---|
| Selling unregistered securities | SRC Sec. 8 & 73 | ₱50,000–₱5 M fine per transaction and/or 7–21 years imprisonment. |
| Acting as unlicensed broker/funding portal | SRC Sec. 28 | ₱50,000–₱5 M + 7-year imprisonment. |
| False statements in reports | SRC Sec. 54 | ₱10,000–₱1 M + criminal. |
| AMLA non-compliance | RA 9160 | ₱500,000–₱3 M + administrative sanctions from AMLC. |
| Consumer-act violations (RA 11765) | RA 11765 | Up to ₱2 M per day + disgorgement. |
The SEC may also:
- Issue cease-and-desist orders (effective immediately)
- Petition courts for asset freezes or bank account holds
- Revoke the Certificate of Incorporation (worst-case)
Investors may rescind trades and recover consideration plus interest.
7 | Recent & Upcoming Developments (2023-2025)
- Digital Asset & DAO Rules (2nd draft, Feb 2025). Will require token-offering portals to obtain a Digital Asset Platform License (DAPL) and to maintain a ₱100 M net-worth floor.
- SEC MC 3-2023. Doubled administrative fines, introduced per-day penalties for continuing violations.
- Crowdfunding Tier-II Raise Cap Increase. From ₱50 M to ₱75 M (proposed).
- eSPARC Phase 2 (2024). End-to-end online submission of secondary-license applications; digital signatures now mandatory.
- Consumer Redress Mechanism. Joint SEC-BSP web portal (“FinConsumerPH”) beta-launch Q4 2024: single window for complaints.
8 | Best-Practice Checklist for Investors
- Run both primary & secondary license checks (see Section 4).
- Read the prospectus / offering circular — must be SEC-stamped.
- Confirm escrow arrangements (for crowdfunding).
- Verify auditor credentials and audit opinions.
- Use official payment rails (e-wallet “merchant” accounts, not personal).
- Keep digital & paper records of all transactions.
- Monitor SEC advisories regularly; exit positions promptly if a CDO is issued.
9 | Practical Guidance for Platform Operators
| Compliance Area | Common Pitfalls | Mitigation |
|---|---|---|
| Capitalisation | Paid-up capital below threshold after initial losses. | Maintain capital buffer ≥ 125 % of the regulatory minimum. |
| AML/KYC | Over-reliance on single-step e-KYC; failure to re-screen existing users. | Adopt risk-based approach; re-verify annually or on trigger-events. |
| Cybersecurity | Inadequate third-party penetration testing. | Annual pen-test + SEC ICT Security Audit Report (MC 06-2015). |
| Advertising | ROI language bordering on guarantees. | SEC pre-clearance of marketing materials (SRC Sec. 19). |
| Board expertise | Directors without securities-market background. | At least 2 directors/officers must hold SEC capital-market professional certifications. |
10 | Conclusion
For Philippine-facing investment platforms, SEC registration is not a mere formality: it is the legal foundation that determines legitimacy, investor trust, and operational continuity. A diligent registration-check — covering both primary and secondary licenses — is the investor’s first line of defence against scams, while robust compliance is the operator’s passport to sustainable growth in a tightly regulated market.
This article is for informational purposes only and does not constitute legal advice or create a lawyer-client relationship. For specific concerns, consult Philippine counsel or directly approach the Securities and Exchange Commission (www.sec.gov.ph).