The Securities Regulation Code, Republic Act No. 8799 (Philippines)

Securities are required to be registered and approved by the Securities and Exchange Commission (SEC) before it can be sold or offered for sale within the Philippines. However, the registration requirement is not applicable for securities issued or guaranteed by the Philippine government, or government of any country with which the Philippines maintains diplomatic relations, among others. Further, transactions exempt from the registration requirement include the distribution of securities by a corporation authorized in its articles of incorporation to actively engage in the business of issuing securities, and the sale of capital stock of a corporation to its own stockholders exclusively. The SRC further provides for the tender offer rule which requires individuals or those acting in concert, to file with the SEC, a declaration that it intends to acquire an identified threshold of equity shares in a public company, in order to protect the minority shareholders from dilution of their shares.