REPUBLIC ACT NO.

8799
THE SECURITIES REGULATION CODE

Be it enacted by the Senate and the House of Representative of the Philippines in the Congress assembled:

CHAPTER I
TITLE AND DEFINITIONS
Q1: What is the declared state policy concerning SRC?
Section 1. Title.
Republic Act 8799, otherwise known as The Securities Regulation Code, was enacted as a landmark legislation
seeking the achievement of a free market that is self-regulating.
Section 2. Declaration of State Policy.
The State shall establish a socially conscious, free market that regulates itself, encourage the widest participation
of ownership in enterprises, enhance the democratization of wealth, promote the development of the capital market,
protect investors, ensure full and fair disclosure about securities, minimize if not totally eliminate insider trading and
other fraudulent or manipulative devices and practices which create distortions in the free market. To achieve these
ends, this Securities Regulation Code is hereby enacted.

Q2: Definition of terms

Section 3. Definition of Terms.
a.​ Securities - are shares, participation or interests in a corporation or in a commercial enterprise or profit-making
venture and evidenced by a certificate, contract, instruments, whether written or electronic in character.
b.​ Issuer - the originator, maker, obligor, or creator of the security.
c.​ Broker - a person engaged in the business of buying and selling securities for the account of others.
d.​ Dealer - many persons who buys sells securities for his/her own account in the ordinary course of business.
e.​ Associated person of a broker or dealer - an employee who directly exercises control of supervisory authority,
but does not include a salesman, or an agent or a person whose functions are solely clerical or ministerial.
f.​ Clearing agency - any person who acts as intermediary in making deliveries upon payment effect settlement in
securities transactions.
g.​ Exchange - an organized market place or facility that brings together buyers and sellers and executes trade of
securities and/or commodities.
h.​ Insider - means:
a.​ the issuer;
b.​ a director or officer (or any person performing similar functions) of, or a person controlling the issuer;
c.​ gives or gave him access to material information about the issuer or the security that is not generally
available to the public;
d.​ a government employee, director, or officer of an exchange, clearing agency and/or self-regulatory
organization who has access to material information about an issuer or a security that is not generally
available to the public; or
e.​ a person who learns such information by a communication from any forgoing insiders.
i.​ Pre-need plans - contracts which provide for the performance of future services of or the payment of future
monetary considerations at the time actual need, for which plan holders pay in cash or installment at stated
prices, with or without interest or insurance coverage and includes life, pension, education, interment, and other
plans which the Commission may from time to time approve.
j.​ Promoter - a person who, acting alone or with others, takes initiative in founding and organizing the business or
enterprise of the issuer and receives consideration therefor.
k.​ Prospectus - the document made by or an behalf of an issuer, underwriter or dealer to sell or offer securities for
sale to the public through registration statement filed with the Commission.
l.​ Registration statement - the application for the registration of securities required to be filed with the
Commission.

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 m.​ Salesman - a natural person, employed as such as an agent, by a dealer, issuer or broker to buy and sell
securities.
n.​ Uncertificated security - a security evidenced by electronic or similar records.
o.​ Underwriter - a person who guarantees on a firm commitment and/or declared best effort basis the distribution
and sale of securities of any kind by another company.
​
Q3: What are the regulatory controls covered?
Section 8. Requirement of Registration of Securities.
a)​ Registration of securities
Securities shall not be sold or offered for sale or distribution within the Philippines, without a registration
statement duly filed with and approved by the Commission. Prior to such sale, information on the securities, in such
form and with such substance as the Commission may prescribe, shall be made available to each prospective
purchaser.
b)​ Registration of market participants
The SRC requires market participants such as brokers, dealers, and investment advisers to register with the
SEC and comply with the SRC's requirements for conduct and disclosure. The SEC monitors and supervises registered
market participants to ensure that they comply with these requirements.
c)​ Mechanisms to ensure sound market
Prohibiting insider trading, market manipulation, and other abusive practices Regulating the conduct of
market participants to ensure fairness and transparency Requiring the disclosure of material information to the
public in a timely and accurate manner. Establishing standards for corporate governance and financial reporting to
ensure transparency and accountability.
d)​ Expanded SEC powers as market regulator
1.​ The power to investigate and take enforcement action against violations of the SRC and other securities laws.
2.​ The power to impose fines, sanctions, and other penalties for violations.
3.​ The power to suspend or revoke securities registrations and market participant registrations for violations.
4.​ The power to issue rules and regulations to implement the SRC's provisions and to address emerging issues in
the securities market.

CHAPTER II
SECURITIES AND EXCHANGE COMMISSION
Section 4. Administrative Agency.
Q4: SEC
a.​ Nature
A collegial body - governmental entity marked by power or authority vested equally within its membership.
SEC is the registrar and overseer of the Philippine corporate sector; it supervises more than 600,000 active
corporations and evaluates the financial statements (FS) filed by all corporations registered with it.
Tasked with “serious responsibility of enforcing all laws affecting corporations and other forms of
associations not otherwise vested in some other government offices.”
b.​ Composition
It is composed of a chairperson and (4) Commissioners, appointed by the President for a term of (7) seven
years each and who shall serve as such until their successor shall have been appointed and qualified.
Note: The chairperson is also referred to as a commissioner.
c.​ Qualifications
Commissioners:
1.​ Must be natural-born citizens of the Philippines;
2.​ At least forty (40) years of age for the Chairperson and at least thirty-five (35) years of age for the
Commissioners;
3.​ Of good moral character, or unquestionable integrity, of known probity and patriotism, and with
recognized competence in social and economic disciplines;

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Provided, That the majority of Commissioners, including the Chairperson, shall be members of the Philippine Bar.

Section 6. Indemnification and Responsibilities of Commissioners.

d.​ Obligation to indemnify commissioners or other officials
The Commission shall indemnify each Commissioner and other officials of the Commission, including
personnel performing supervision and examination functions for all cost and expenses reasonably incurred by such
persons in connection with any civil or criminal actions, suits or proceedings to be liable for gross negligence or
misconduct. In the event of settlement or compromise, indemnification shall be provided only in connection with
such matters covered by the settlement as to which the Commission is advised by external counsel that the persons to
be indemnified did not commit any gross negligence or misconduct. The costs and expenses incurred in defending the
aforementioned action, suit or proceeding may be paid by the Commission in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of the Commissioner, officer or employee
to repay the amount advanced should it ultimately be determined by the Commission that he/she is not entitled to
be indemnified as provided in this subsection.

e.​ Instances when commissioners and officers are personally liable

The Commissioners, officers and employees of the Commission who willfully violate this Code or who are
guilty of negligence, abuse or acts of malfeasance or fail to exercise extraordinary diligence in the performance of
their duties shall be held liable for any loss or injury suffered by the Commission or other institutions such as a result
of such violation, negligence, abuse, or malfeasance, or failure to exercise extraordinary diligence. Similar
responsibility shall apply to the Commissioners, officers and employees of the Commission for (1) the disclosure of
any information, discussion or resolution of the Commission of a confidential nature, or about the confidential
operations of the Commission unless the disclosure is in connection with the performance of official functions with
the Commission or prior authorization of the Commissioners; or (2) the use of such information for personal gain
or to the detriment of the government, the Commission or third parties: Provided, however, That any data or
information required to be submitted to the President and/or Congress or its appropriate committee, or to be
published under the provisions of this Code shall not be considered confidential.

Section 5. Powers and Functions of the Commission.

f.​ Powers and functions
The commission shall act with transparency and shall have the powers and functions provided by this code,
Presidential Decree No. 902-A, the Corporation Code, the Investment Houses law, the Financing Company Act and
other existing laws. Pursuant thereto the Commission shall have, among others, the following powers and functions:
a.​ Have jurisdiction and supervision over all corporations, partnership or associations who are the grantees
of primary franchises and/or a license or a permit issued by the Government;
b.​ Formulate policies and recommendations on issues concerning the securities market, advise Congress
and other government agencies on all aspect of the securities market and propose legislation and
amendments thereto;
c.​ Approve, reject, suspend, revoke or require amendments to registration statements, and registration and
licensing applications;
d.​ Regulate, investigate or supervise the activities of persons to ensure compliance;
e.​ Supervise, monitor, suspend or take over the activities of exchanges, clearing agencies and other SROs;
f.​ Impose sanctions for the violation of laws and rules, regulations and orders, and issued pursuant
thereto;
g.​ Prepare, approve, amend or repeal rules, regulations and orders, and issue opinions and provide
guidance on and supervise compliance with such rules, regulation and orders;
h.​ Enlist the aid and support of and/or deputized any and all enforcement agencies of the Government, civil
or military as well as any private institution, corporation, firm, association or person in the
implementation of its powers and function under its Code;
i.​ Issue cease and desist orders to prevent fraud or injury to the investing public;

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 j.​ Punish for the contempt of the Commission, both direct and indirect, in accordance with the pertinent
provisions of and penalties prescribed by the Rules of Court;
k.​ Compel the officers of any registered corporation or association to call meetings of stockholders or
members thereof under its supervision;
l.​ Issue subpoena duces tecum and summon witnesses to appear in any proceedings of the Commission
and in appropriate cases, order the examination, search and seizure of all documents, papers, files and
records, tax returns and books of accounts of any entity or person under investigation as may be
necessary for the proper disposition of the cases before it, subject to the provisions of existing laws;
m.​ Suspend, or revoke, after proper notice and hearing the franchise or certificate of registration of
corporations, partnership or associations, upon any of the grounds provided by law; and
n.​ Exercise such other powers as may be provided by law as well as those which may be implied from, or
which are necessary or incidental to the carrying out of, the express powers granted the Commission to
achieve the objectives and purposes of these laws.

Section 66. Revelation of Information Filed with the Commission.

g.​ Revelation of Information filed with SEC
66.1. All information filed with the commission in compliance with the requirements of this Code shall be
made available to any member of the general public, upon request, in the premises and during regular office hours
of the Commission, except as set forth in this Section.
66.2. Nothing in this Code shall be construed to require, or to authorize the Commission to require, the
revealing of trade secrets or processes in any application, report, or document filed with the Commission.
66.3. Any person filing any such application, report or document may make written objection to the public
disclosure of information contained therein, stating the grounds for such objection, and the Commission may hear
objections as it deems necessary. The Commission may, in such cases, make available to the public the information
contained in any such application, report, or document only when a disclosure of such information is required in the
public interest or for the protection of investors; and copies of information so made available may be furnished to
any person having a legitimate interest therein at such reasonable charge and under such reasonable limitations as
the Commission may prescribe.
66.4. It shall be unlawful for any member, officer, or employee of the Commission to disclose to any person
other than a member, officer or employee of the Commission or to use for personal benefit, any information
contained in any application, report, or document filed with the Commission which is not made available to the
public pursuant to Subsection 66.3.
66.5. Notwithstanding anything in Subsection 66.4 to the contrary, on request from a foreign enforcement
authority of any country whose laws grant reciprocal assistance as herein provided, the Commission may provide
assistance in accordance with this subsection, including the disclosure of any information filed with or transmitted to
the Commission. If the requesting authority states that it is conducting an investigation which it deems necessary to
determine whether any person has violated, is violating, or is about to violate any laws relating to securities or
commodities matters that the requesting authority administers or enforces. Such assistance may be provided
without regard to whether the facts stated in the request would also constitute a violation of law of the Philippines.

h.​ 4 Principal departments

a)​ The Market Regulation Department is responsible for developing the registration criteria for all market
participants and supervising them to ensure their compliance with registration requirements and endorsing
infractions of the Code and rules and regulations to the Compliance and Enforcement Department.
b)​ The Corporation Finance Department is responsible for registering securities before they are offered for sale
or sold to the public and ensuring that adequate information is available about the said securities. It will also
ensure that investors have access to all material disclosures regarding the said offering and the securities of
public companies. It will likewise monitor compliance by issuers with the Code and rules and regulations
adopted there under and endorse infractions thereof to the Compliance and Enforcement Department.

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 c)​ The Non-traditional Securities and Instruments Department is responsible for registration and licensing of
non-traditional securities and instruments including but not limited to pre-need plans, commodity futures
contracts proprietary or non-proprietary membership certificates and other similar instruments and for
monitoring compliance with related rules and endorsing infractions thereof to the Compliance and
Enforcement Department.
d)​ The Company Registration and Monitoring Department is responsible for the registration of domestic
corporations, partnerships and associations, including representative offices and foreign corporations
intending to do business in the Philippines. It is also responsible for the supervision and monitoring of such
entities relative to their compliance with laws, rules and regulations administered by the Commission.
e)​ The Compliance and Enforcement Department is responsible for ensuring compliance by all market
participants, issuers and individuals, and taking appropriate enforcement action against them for legal
infraction of the Code and other relevant laws, rules and regulations implemented by the Commission.

CHAPTER III
REGISTRATION OF SECURITIES

Q5: REGISTRATION OF SECURITIES

a.​ Definition of Securities
These are shares, participation or interests in a corporation or in a commercial enterprise or profit-making
venture and evidenced by a certificate, contract, instruments, whether written or electronic in character. It includes:
1.​ Shares of stocks, bonds, debentures, notes evidences of indebtedness, asset-backed securities;
2.​ Investment contracts, certificates of interest or participation in a profit sharing agreement, certifies of
deposit for a future subscription;
3.​ Fractional undivided interests in oil, gas or other mineral rights;
4.​ Derivatives like option and warrants;
5.​ Certificates of assignments, certificates of participation, trust certificates, voting trust certificates or similar
instruments
6.​ Proprietary or nonproprietary membership certificates in corporations; and
7.​ Other instruments as may in the future be determined by the Commission.

Section 8. Requirement of Registration of Securities.

b.​ General Rule on Registration
Securities shall not be sold or offered for sale or distribution within the Philippines, without a registration
statement duly filed with and approved by the Commission. Prior to such sale, information on the securities, in such
form and with such substance as the Commission may prescribe, shall be made available to each prospective purchaser.
c.​ SEC power on securities transactions (with respect to the sale or offer for sale of securities)
1.​ May conditionally approve the registration statement under such terms as it may deem necessary.
2.​ May specify the terms and conditions under which any written communication, including any summary prospectus,
shall be deemed not to constitute an offer for sale under this Section.
3.​ A record of the registration of securities shall be kept in Register Securities in which shall be recorded orders entered
by the Commission with respect such securities. Such register and all documents or information with the respect to
the securities registered therein shall be open to public inspection at reasonable hours on business days.
4.​ May audit the financial statements, assets and other information of firm applying for registration of its securities
whenever it deems the same necessary to insure full disclosure or to protect the interest of the investors and the
public in general.

Section 9. Exempt Securities.

d.​ Exceptions (securities which may be sold without need of registration)
The requirement of registration under Subsection 8.1 shall not, as a general rule, apply to any of the following
classes of securities:

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 a.​ Any security issued or guaranteed by the Government of the Philippines, or by any political subdivision or agency
thereof, or by any person controlled or supervised by, and acting as an instrumentality of said Government.
b.​ Any security issued or guaranteed by the government of any country with which the Philippines maintains
diplomatic relations, or by any state, province or political subdivision thereof on the basis of reciprocity:
Provided, That the Commission may require compliance with the form and content for disclosures the
Commission may prescribe.
c.​ Certificates issued by a receiver or by a trustee in bankruptcy duly approved by the proper adjudicatory body.
d.​ Any security or its derivatives the sale or transfer of which, by law, is under the supervision and regulation of the
Office of the Insurance Commission, Housing and Land Use Rule Regulatory Board, or the Bureau of Internal
Revenue.
e.​ Any security issued by a bank except its own shares of stock.

Section 10. Exempt Transactions.

e.​ Exempt transactions
The requirement of registration under Subsection 8.1 shall not apply to the sale of any security in any of the
following transactions:
a.​ At any judicial sale, or sale by an executor, administrator, guardian or receiver or trustee in insolvency or
bankruptcy.
b.​ By or for the account of a pledge holder, or mortgagee or any of a pledge lien holder selling of offering for sale or
delivery in the ordinary course of business and not for the purpose of avoiding the provision of this Code, to
liquidate a bonafide debt, a security pledged in good faith as security for such debt.
c.​ An isolated transaction in which any security is sold, offered for sale, subscription or delivery by the owner
therefore, or by his representative for the owner’s account, such sale or offer for sale or offer for sale,
subscription or delivery not being made in the course of repeated and successive transaction of a like character
by such owner, or on his account by such representative and such owner or representative not being the
underwriter of such security.
d.​ The distribution by a corporation actively engaged in the business authorized by its articles of incorporation, of
securities to its stockholders or other security holders as a stock dividend or other distribution out of surplus.
e.​ The sale of capital stock of a corporation to its own stockholders exclusively, where no commission or other
remuneration is paid or given directly or indirectly in connection with the sale of such capital stock.
f.​ The issuance of bonds or notes secured by mortgage upon real estate or tangible personal property, when the
entire mortgage together with all the bonds or notes secured thereby are sold to a single purchaser at a single
sale.
g.​ The issue and delivery of any security in exchange for any other security of the same issuer pursuant to a right of
conversion entitling the holder of the security surrendered in exchange to make such conversion: Provided, That
the security so surrendered has been registered under this Code or was, when sold, exempt from the provision
of this Code, and that the security issued and delivered in exchange, if sold at the conversion price, would at the
time of such conversion fall within the class of securities entitled to registration under this Code. Upon such
conversion the par value of the security surrendered in such exchange shall be deemed the price at which the
securities issued and delivered in such exchange are sold.
h.​ Broker’s transaction, executed upon customer’s orders, on any registered Exchange or other trading market.
i.​ Subscriptions for shares of the capitals stocks of a corporation prior to the incorporation thereof or in pursuance
of an increase in its authorized capital stocks under the Corporation Code, when no expense is incurred, or no
commission, compensation or remuneration is paid or given in connection with the sale or disposition of such
securities, and only when the purpose for soliciting, giving or taking of such subscription is to comply with the
requirements of such law as to the percentage of the capital stock of a corporation which should be subscribed
before it can be registered and duly incorporated, or its authorized, capital increase.
j.​ The exchange of securities by the issuer with the existing security holders exclusively, where no commission or
other remuneration is paid or given directly or indirectly for soliciting such exchange.

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 k.​ The sale of securities by an issuer to fewer than twenty (20) persons in the Philippines during any twelve-month
period.
l.​ The sale of securities to any number of the following qualified buyers:
i.​ Bank;
ii.​ Registered investment house;
iii.​ Insurance company;
iv.​ Pension fund or retirement plan maintained by the Government of the Philippines or any political
subdivision thereof or manage by a bank or other persons authorized by the Bangko Sentral to engage in
trust functions;
v.​ Investment company; or
vi.​ Such other person as the Commission may rule by determine as qualified buyers, on the basis of such
factors as financial sophistication, net worth, knowledge, and experience in financial and business
matters, or amount of assets under management.
f.​ Formal application for exemption
1.​ File with the Commission a notice identifying the exemption relied upon on such form and at such time as the
Commission by the rule may prescribe; and
2.​ Pay to the Commission fee equivalent to one-tenth (1/10) of one percent (1%) of the maximum value aggregate price
or issued value of the securities. = 0.01%

Q6: PROCEDURE FOR REGISTRATION OF SECURITIES

Section 12. Procedure of Registration Securities.
a.​ Application
All securities required to be registered shall be registered through the filing by the issuer in the main office of the
Commission, of a sworn registration statement with the respect to such securities, in such form and containing such
information and document as the Commission prescribes.
b.​ Prospectus
The registration statement shall include any prospectus required or permitted to be delivered under Subsections
8.2, 8.3, and 8.4.
c.​ Other information
In promulgating rules governing the content of any registration statement (including any prospectus made a part
thereof or annex thereto), the Commission may require the registration statement to contain such information or
documents as it may, by rule, prescribe. It may dispense with any such requirements, or may require additional
information or documents, including written information from an expert, depending on the necessity thereof or their
applicability to the class of securities sought to be registered.
The information required for the registration of any kind, and all securities, shall include, among others, the
effect of the securities issue on ownership, on the mix of ownership, especially foreign and local ownership.
d.​ Signatories to registration statement
The registration statement shall be signed by the issuer’s executive officer, its principal operating officer, its
principal financial officer, its comptroller, its principal accounting officer, its corporate secretary, or persons performing
similar functions accompanied by a duly verified resolution of the board of directors of the issuer corporation.
e.​ Written consent of expert
The written consent of the expert named as having certified any part of the registration statement or any
document used in connection therewith shall also be filed.
f.​ Certification by selling stockholders
Where the registration statement shares to be sold by selling shareholders, a written certification by such selling
shareholders as to the accuracy of any part of the registration statement contributed to by such selling shareholders
shall be filed.
g.​ Fees
Upon filing of the registration statement, the issuer shall pay to the Commission a fee of not more than
one-tenth (1/10) of one per centum (1%) of the maximum aggregate price at which such securities are proposed to be

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offered. The Commission shall prescribe by the rule diminishing fees in inverse proportion the value of the aggregate
price of the offering.
h.​ Notice and publication
Notice of the filing of the registration statement shall be immediately published by the issuer, at its own expense,
in two (2) newspapers of general circulation in the Philippines, once a week for two (2) consecutive weeks, or in such
other manner as the Commission by the rule shall prescribe, reciting that a registration statement for the sale of such
securities has been filed, and that aforesaid registration statement, as well as the papers attached thereto are open to
inspection at the Commission during business hours, and copies thereof, photostatic or otherwise, shall be furnished to
interested parties at such reasonable charge as the Commission may prescribe.
i.​ SEC power for production of books
Section 13. Rejection and Revocation of Registration of Securities. – 13.2.
The Commission may compel the production of all the books and papers of such issuer, and may administer
oaths to, and examine the officers of such the issuer or any other person connected therewith as to its business and
affairs.

a)​ Compel – production

b)​ Administer – oaths
c)​ Examine – officers

j.​ Ruling
1.​ Effectivity of registration statement
Upon effectivity of the registration statement, the issuer shall state under oath in every prospectus that all
registration requirements have been met and that all information are true and correct as represented by the issuer
or the one making the statement.
Any untrue statement of fact or omission to state a material fact required to be stated therein or necessary
to make the statement therein not misleading shall constitute fraud.
Section 13. Rejection and Revocation of Registration of Securities.
2.​ Grounds for rejection and revocation
The Commission may reject a registration statement and refuse registration of the security thereunder, or
revoke the effectivity of a registration statement and the registration of the security, after due notice and hearing, by
issuing an order to such effect, if it finds that:
(a)​ The issuer:
●​ Judicially declared insolvent;
●​ Violated any of the provisions of this Code, rules, or any order of the Commission in connection to the
offering for which a registration statement has been filed;
●​ Engaged or about to engage in fraudulent transactions;
●​ Made any false or misleading representation of material facts in any prospectus;
●​ Failed to comply with any requirement the Commission may impose
(b)​ The registration statement is on its face incomplete or inaccurate in any material respect, or includes any untrue
statement of a material fact or omits to state a material fact required to be stated therein or necessary to make
the statements therein not misleading; or
(c)​ The issuer, any officer, director or controlling person of the issuer, or person performing similar functions, or any
underwriter has been convicted, by a competent judicial or administrative body, upon plea of guilty, or
otherwise, of an offense involving moral turpitude and/or fraud or is enjoined or restrained by the Commission
or other competent judicial or administrative body for violations of securities, commodities, and other related
laws.
3.​ Order suspending sale of securities
The order shall state the grounds for taking such action, but such order of suspension although binding upon
the persons notified thereof, shall be deemed confidential, and shall not be published.​ ​
Upon the issuance of the suspension order, no further offer or sale of such security shall be made until the
same is lifted or set aside by the Commission. Otherwise, such sale shall be void.

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 4.​ Notice to dealers and brokers
Notice of issuance of such order shall be given to the issuer and every dealer and broker who shall have
notified the Commission of an intention to sell such security.
5.​ Withdrawal of registration statement
May be withdrawn by the issuer only with the consent of the Commission.
6.​ Amendments to the registration statement
Section 14. Amendment to the Registration Statement. – 14.1.
If a registration statement is on its face incomplete or inaccurate in any material respect, the Commission
shall issue an order directing the amendment of the registration statement. Upon compliance with such order, the
amended registration statement shall become effective in accordance with the procedure mentioned in Subsection
12.6.
Section 12. Procedure of Registration Securities. - 12.6.
Within 45 days after the date of filing of the registration statement, or by such later date to which the issuer
has consented, the Commission shall declare the registration statement effective or rejected.
7.​ When there is false statement
Section 14. Amendment to the Registration Statement. – 14.4.
If, at any time, the Commission finds that the registration statement contains any false statement or omits to
state any fact required to be stated therein or necessary to make the statements therein not misleading, the
Commission may conduct an examination, and, after due notice and hearing, issue an order suspending the
affectivity registration statement. If the statement is duly amended, the suspension order may be lifted.
8.​ Suspension of registration
Section 15. Suspension of Registration. - 15.1.
If, at any time, the information contained in the registration statement filed is or has become misleading,
incorrect, inadequate or incomplete in any material respect, or the sale or offering for sale of the security registered
thereunder may work or tend to work a fraud.
●​Refusal to furnish information
The refusal to furnish information may be a ground for the issuance of an order of suspension pursuant to Sec.
15.1. Upon the issuance of any such order and notification to the issuer, underwriter, dealer or broker
participating in such offering, no further offer or sale of any such security shall be made until the same is lifted
by the Commission. Otherwise, such sale shall be void.
●​Fining of non-fraudulence
If, however, the Commission finds that the sale of the security will neither be fraudulent nor result in fraud, it
shall issue an order revoking the order of suspension, and such security shall be restored to its status as a
registered security as of the date of such order of suspension.
k.​ Commodity futures contracts
Section 11. Commodity Futures Contracts.
No person shall offer, sell or enter into commodity futures contracts except in accordance with the rules,
regulations and orders the Commission may prescribe in the public interest. The Commission shall promulgate rules
and regulations involving commodity futures contracts to protect investors to ensure the development of a fair and
transparent commodities market.
l.​ Regulations on Pre-need plans
Section 16. Pre-Need Plans.
No person shall sell or offer for sale to the public any pre-need plan except in accordance with rules and
regulations which the Commission shall prescribe. Such rules shall regulate the sale of pre-need plans by, among
other things, requiring the registration of pre-need plans, licensing persons involved in the sale of pre- need plans,
requiring disclosures to prospective plan holders, prescribing advertising guidelines, providing for uniform accounting
system, reports and recording keeping with respect to such plans, imposing capital, bonding and other financial
responsibility, and establishing trust funds for the payment of benefits under such plans.
​

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