I. Introduction

In the Philippines, the offer and sale of securities to the public, as well as the operation of entities engaged in investment-taking activities, are strictly regulated by the Securities and Exchange Commission (SEC) under Republic Act No. 8799, otherwise known as the Securities Regulation Code (SRC). Any entity that solicits funds from the public in exchange for a promise of profits—whether through investment contracts, pre-need plans, mutual funds, proprietary/non-proprietary clubs, or similar arrangements—must comply with specific registration and licensing requirements.

A company may be duly registered as a corporation with the SEC yet remain completely unauthorized to solicit or manage public investments. This distinction is the single most exploited loophole by investment scammers in the Philippines. Therefore, verifying not just corporate registration but the specific authority to engage in investment-taking activities is indispensable for any investor, financial advisor, lawyer, or compliance officer.

II. Legal Framework

The following laws and rules govern investment services companies:

Republic Act No. 8799 (Securities Regulation Code) and its 2015 Implementing Rules and Regulations (SRC IRR 2015)
Republic Act No. 2629 (Investment Company Act) and its Revised Implementing Rules and Regulations
Republic Act No. 11232 (Revised Corporation Code of the Philippines) – governs basic corporate registration
Republic Act No. 8556 (Financing Company Act of 1998), as amended
Republic Act No. 9474 (Lending Company Regulation Act of 2007) and its IRR
Republic Act No. 11765 (Financial Products and Services Consumer Protection Act of 2022)
SEC Memorandum Circulars, particularly:
- SEC MC No. 10, s. 2019 (Rules on Registration of Financing/Lending Companies)
- SEC MC No. 18, s. 2019 (Prohibited Investment Schemes)
- SEC MC No. 01, s. 2023 (Revised Guidelines on Registration of Investment Advisers and Investment Advisers Representatives)

III. Types of SEC Registration and Licenses Relevant to Investment Services

Type of Entity/Activity	Required SEC Registration/License	Governing Law/Rule
Corporation (basic existence)	Certificate of Incorporation (primary license)	Revised Corporation Code
Broker-Dealer in Securities	Registration as Broker-Dealer + SRO membership (PDS Group, etc.)	SRC Rule 28.1
Investment House	Registration as Investment House	SRC Rule 29
Investment Company (open-end/mutual fund)	Registration as Investment Company + Registration of Securities	Investment Company Act
Investment Adviser / Investment Adviser Representative	Registration as RIA or IA Representative	SEC MC No. 01, s. 2023
Financing Company	Certificate of Authority (CA) to Operate as Financing Company	RA 8556 + SEC MC No. 10, s. 2019
Lending Company	Certificate of Authority (CA) to Operate as Lending Company	RA 9474 + SEC MC No. 10, s. 2019
Crowdfunding Portal (equity/debt)	Registration as Crowdfunding Intermediary	SRC Rule 57
Transfer Agent	Registration as Transfer Agent	SRC Rule 36
Issuer of Securities to the Public (>19 persons)	Registration Statement + Permit to Sell Securities	SRC Sections 8 and 12

A company that merely has a primary corporate registration (SEC registration number) but lacks the corresponding secondary license or Certificate of Authority is prohibited from soliciting investments from the public.

IV. Step-by-Step Guide to Verifying SEC Registration Status (2025 Updated Process)

Step 1: Verify Basic Corporate Registration

Go to https://www.sec.gov.ph/
Click “SEC i-Register” → “Company Name Verification” or directly visit https://nnv.sec.gov.ph/
Enter the exact company name or variations.
Result will show: SEC registration number, date of incorporation, registered address, directors/officers, and status (Active, Suspended, Revoked, Dissolved).

Note: As of 2025, the SEC now displays a prominent banner if the corporation has a secondary license or pending enforcement action.

Step 2: Check for Secondary License / Certificate of Authority

Visit https://www.sec.gov.ph/licensing/licensed-corporations/
Download the latest Excel master lists (updated monthly):
- List of Registered Broker-Dealers
- List of Registered Investment Houses
- List of Registered Investment Companies
- List of Financing Companies with CA
- List of Lending Companies with CA
- List of Registered Investment Advisers
- List of Crowdfunding Intermediaries
Use Ctrl+F to search for the company name.

Step 3: Verify Registration of Securities Being Offered

Go to https://www.sec.gov.ph/disclosures/registered-securities/
Search by company name or security name.
If the specific investment product (e.g., “XYZ High-Yield Investment Program 2025”) is not listed with an approved Registration Statement and Permit to Sell, the offer is illegal even if the company itself is licensed.

Step 4: Check SEC Advisories and Cease & Desist Orders

Visit https://www.sec.gov.ph/advisories-2025/ (or the specific year folder)
Search the consolidated “List of Companies with CDO” (Cease and Desist Orders) and “Investment Scam Watchlist”
As of December 2025, the SEC maintains a searchable database at https://www.sec.gov.ph/enforcement/investment-scam-watch/

Step 5: Verify Through SEC Express Nationwide (SECN) System (for formal confirmation)

Submit an online request via https://secexpress.ph/
Request: “Certification of Registration Status and Licensing” (fee: ₱500–₱1,200 depending on urgency)
Processing time: 3–5 business days (express) or 10–15 days (regular)
The certification will explicitly state whether the company has authority to solicit public investments.

Step 6: Cross-Check with Other Regulators (when applicable)

If the entity claims to be a bank or offers bank-like products → verify with Bangko Sentral ng Pilipinas (BSP) at https://www.bsp.gov.ph/Pages/FinancialInstitutions.aspx
If it claims insurance/pre-need → verify with Insurance Commission
If it offers UITFs → BSP-regulated
If it offers VUL/insurance-linked investments → dual IC/SEC jurisdiction

V. Common Red Flags Indicating Lack of Proper SEC Registration

Refusal to provide SEC Certificate of Authority or Registration Statement when requested
Promise of guaranteed high returns (12%–30% per month)
Use of terms like “guaranteed,” “zero risk,” “capital protection”
Recruitment-based or multi-level marketing structure
Pressure to invest immediately (“limited slots only”)
No audited financial statements submitted to SEC for the last three years
Directors/officers with history of involvement in companies previously issued CDOs
Website domain registered only recently or hosted outside the Philippines
No physical office or office is a virtual/shared space
Use of unregistered transfer agents or escrow agents

VI. Legal Consequences of Operating Without Proper SEC Registration

Criminal liability under SRC Section 73: Fine of ₱50,000 to ₱5,000,000 and/or imprisonment of 7 to 21 years
Criminal liability under Revised Penal Code Article 315 (Estafa) if funds are misappropriated
Permanent Cease and Desist Order
Revocation of primary corporate registration (SEC can now revoke under RCCP Section 6(l))
Civil liability: investors may file for rescission + damages + attorney’s fees
RA 11765 provides for reimbursement of investment plus 12% interest per annum in case of unfair practices

VII. Conclusion

Verifying SEC registration status is not a mere formality—it is the single most effective defense against investment fraud in the Philippines. A company that is legitimately authorized to accept public investments will always be able and willing to show:

Its SEC Certificate of Incorporation
Its secondary license or Certificate of Authority
The SEC-approved Registration Statement and Permit to Sell for the specific investment product being offered
Recent audited financial statements filed with the SEC

If any of these documents is missing or the company hesitates to provide them, walk away. No legitimate investment opportunity in the Philippines operates in the shadows of regulatory compliance.

Invest wisely. Verify thoroughly. The SEC has made verification easier than ever—use it.