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Accounting Alert

Securing & Expanding Capital in Real Estate Investments Transactions (SEC RENT)

Background

The Securities Regulation Code (SRC) prohibits the selling or offering for distribution of securities within the Philippines without a registration statement duly filed with and approved by the Securities and Exchange Commission (SEC or “The Commission”). The same code mandates the registration of the securities, as prescribed by the SEC, as well as the registration of brokers or dealers who will engage in the business of buying and selling such securities.

SEC Memorandum Circular No. 12 lays out the guidelines for registration of securities for real estate companies issuing investment contracts, certificate of participation or participation in a profit-sharing agreement, and other forms of securities issued by real estate developers and/or managers in relation to rental pool agreements.

Guidelines

The Commission, hereby though this Circular, adopts the following guidelines for registration of securities for real estate companies issuing investment contracts, certificate of participation or participation in a profit-sharing agreement by using form SEC RENT.

Summarized below are the pertinent guidelines:

Pre-filing activities - All clearances from the pertinent operating departments of the Commission shall be secured and/or completed prior to the filing of a registration statement with the Markets and Securities Regulation Department (MSRD).

Requirements for Financial Information and Disclosures - The registrant shall provide the required financial information and disclosures in accordance with the Revised SRC Rule 68 and the Philippine Financial Reporting Standards and other relevant issuances of the Commission.

Office of the General Accountant (OGA) Review -.  The registrant shall present to the OGA its financial statements for pre-evaluation in order to determine basic compliance with the Revised SRC Rule 68.  If compliant/acceptable the OGA shall issue the pre-evaluation clearance to be submitted to the MSRD. The review will only commence upon submission of any proof of payment of registration fee.

Compliance with Application - Once the application is accepted, the registrant shall submit two (2) sets of hard copies as enumerated in Section 5 of this Circular and shall comply with the requirements under Section 6. The Commission shall review and declare the registration statement effective or reject the same within forty-five (45) days after the date of filing with MSRD, in accordance with the requirements of the SRC, Revised Corporation Code (RCC), and other pertinent issuances of the Commission.

Underwriting requirement and plan of distribution - No underwriting agreement shall be required for the registrant in relation to rental pool agreements.

Approval of Application - Upon favorable consideration by the Commission En Banc of the registration statement, the MSRD shall issue a pre-effective letter stating the conditions to be complied with. Upon compliance with the requirements, the MSRD shall issue an Order of Registration and/or Permit to Sell Securities to the Public. After the effectivity of the registration statement, the registrant shall submit digital copies as enumerated in Section 16 of this Circular.

Effectivity

This Memorandum Circular shall take effect immediately after its publication in two (2) newspapers of general circulation in the Philippines.

Please see attached circular for further details. 

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