Question & AnswerQ&A (SEC)
The full disclosure rules establish an integrated disclosure system for registration statements and other reports to be filed with the Commission and disseminated to investors, ensuring availability of timely and accurate information for investors.
RSA Rule 3-3, dealing with non-financial aspects of filings, and RSA Rule 48, dealing with the financial aspects of filings.
They apply to 'public companies,' defined as companies that are listed or companies with at least P50 million in assets and at least 200 shareholders each holding 100 shares.
The first few pages of the prospectus have been simplified to be more readable and usable for investors, serving as summary pages that issuers and underwriters can use to publicize the offering.
Issuers file their registration statement with the SEC and simultaneously file a listing application with the Philippine Stock Exchange; both review filings simultaneously. After SEC review and approval, a final amendment is filed setting the public offering price and the registration is declared effective.
The entire offering must commence within two business days after the registration statement is declared effective.
Long term and short term commercial paper, warrants, and asset-backed securities have been excluded until their substantive rules are reviewed.
A large number of earlier circulars, memoranda, and guidelines governing registration, financial statement filing, disclosure, permits to sell securities, and reporting requirements were rescinded, signaling modernization of SEC operations.
Annual, quarterly, current, predecessor and successor reports, proxy statements, and notifications of inability to timely file required portions of reports must be filed.