It hardly seems a decade since 2016, yet the legal landscape has significantly evolved since then.
Following the promulgation of its 2016 Rules of Procedure (the “2016 Rules”), the Securities and Exchange Commission (SEC) has progressively shifted towards greater efficiency and flexibility. This shift is demonstrated in a more streamlined procedural framework that reflects both developments in the law and the evolving demands of commercial transactions.
On 11 February 2026, the SEC issued Memorandum Circular No. 8, series of 2026, adopting the 2026 Rules of Procedure (the “2026 Rules”), which effectively repealed the 2016 Rules on 01 March 2026.
The 2026 Rules align SEC proceedings with the existing statutory framework, including Republic Act No. 8799 or the Securities Regulation Code (SRC) and Republic Act No. 9474 or the Lending Company Regulation Act of 2007, as well as more recent legislative developments, particularly Republic Act No. 11765 or the Financial Products and Services Consumer Protection Act (FCPA).
Reorganization of Units and Jurisdictional Authority
As legislative developments have expanded the SEC’s regulatory responsibilities, the 2026 Rules formally recognize and incorporate new Operating Departments with specialized jurisdictions:
Financial Analysis and Audit Department (FAAD): FAAD exercises jurisdiction over administrative actions for the revocation or cancellation of FAAD-issued certificates (e.g., Certificate of Approval of Increase of Authorized Capital Stock; and Certificate of Filing of Amended Articles of Incorporation), correction of entries in such documents, petitions for substitution of payment involving properties used as paid-up capital, and other matters or analogous cases provided by law or delegated by the Commission En Banc.
Financing and Lending Companies Department (FinLenD): FinLenD exercises jurisdiction over administrative matters involving registered financing and lending companies, including compliance monitoring, imposition of administrative penalties, and requests for reconsideration of such penalties.
For all other Operating Departments, the 2026 Rules clearly delineate respective jurisdictions to minimize administrative and procedural overlap.
The 2026 Rules also expand the jurisdiction of Extension Offices to cover matters falling within the authority of the Operating Departments, provided that the principal office of the corporation, partnership, association, or other entity concerned is located within the territorial jurisdiction of the relevant Extension Office. This expanded jurisdiction, however, is subject to exceptions for: (i) highly technical matters governed by existing laws, such as the SRC and FCPA; and (ii) cases expressly falling within the exclusive jurisdiction of the EIPD or other relevant Operating Departments.
KEY PROCEDURAL REFORMS
Beyond structural and jurisdictional updates, the 2026 Rules introduce procedural reforms aimed at streamlining proceedings before the Commission and promoting the timely, efficient, and orderly resolution of cases.
Electronic Filing and Service
The digital shift is a key component of the 2026 Rules, which place greater emphasis on and encourage the use of electronic filing, service, and communication in SEC proceedings.
Pleadings may be filed by electronic mail through the Commission’s designated official email address. All subsequent pleadings and submissions are required to be filed electronically through the official email addresses of the relevant Operating Department, Extension Office, SHP, or the Commission En Banc, or through such other electronic means as the Commission may allow.
Pleadings and submissions filed electronically must be in Portable Document Format (PDF) and digitally signed in accordance with the Rules on Electronic Evidence. The date of electronic transmission shall be deemed the official date of filing and transmission.
Pleadings, motions, and other documents may also be served to the relevant parties through electronic mail, in accordance with Rule II, Section 14 of the 2026 Rules and relevant provisions under Rule 13 of the Revised Rules of Court.
With respect to papers originating from the Commission, the SEC prioritizes electronic transmission as the primary mode of service. Under Rule III of the 2026 Rules, decisions, resolutions, orders, and other processes are served by electronic mail:
Service to Individuals: through the email address of the individual, their counsel, or their authorized representative provided in the pleadings filed with the Commission;
Service to Domestic Juridical Entities: through the registered email address provided in its SEC Memorandum Circular No. 28 (SEC MC No. 28) submission. If an entity has not complied or failed to provide an email address, service is directed via electronic mail to any director, officer, corporate secretary, or agent available in the Commission’s records.
Service to Foreign Corporations Doing Business in the Philippines: through the email address of the designated resident agent as specified in the corporation’s SEC MC No. 28 submission.
Service is formally deemed effected if transmitted to the last known registered address or email address found in the Commission’s official records. Additionally, the Commission may choose to serve copies simultaneously through publication on its official website.
Motions to Dismiss; General Prohibition and Exceptions
Motions to Dismiss remain among the pleadings generally prohibited under the 2026 Rules.
However, aligned with the 2019 Amendments to the Rules of Civil Procedure, the Rules expressly recognize four exceptions under which a Motion to Dismiss may be filed:
(a) lack of jurisdiction on the part of the Commission;
(b) prescription;
(c) litis pendentia; and
(d) res judicata involving issues between the same parties that have already been resolved by the Commission.
Motions for Reconsideration; Limitations
The 2026 Rules likewise include Motions for Reconsideration (MR) among the prohibited pleadings, subject to the exceptions provided under Rule XIII.
Under the 2026 Rules, an MR may be filed only against a decision, judgment, or resolution of the Commission En Banc, and strictly in accordance with the grounds and requirements prescribed under Rule XIII. No second MR of any such decision, judgment, or resolution shall be entertained.
This marks a clear departure from the previous rules allowing MRs to be filed against decisions, final orders, or resolutions issued by the SEC’s Operating Departments, Extension Offices, or SHPs. Where an adverse decision, final order, or resolution of an Operating Department, Extension Office, SHP, or SRO is appealable, the appropriate remedy is an appeal to the Commission En Banc, which must be filed within fifteen (15) days (or thirty [30] days for cases under SROs) from receipt thereof.
Concluding Perspective
The 2026 Rules reflect the SEC’s continuing efforts to modernize and refine its procedural framework in light of evolving legal, regulatory, and commercial developments. By clarifying jurisdictional rules, streamlining procedural requirements, and incorporating modern electronic mechanisms into established processes, the Rules aim to promote greater efficiency and consistency in the conduct of proceedings.
Ultimately, these reforms seek to facilitate the fair, orderly, and expeditious resolution of matters before the SEC.
If you have any questions or require any additional information, please contact Ma. Regina Janina B. Alzaga and Alexander O. Ner.
This alert is for general information only and is not a substitute for legal advice.
Connect with us:
Alexander O. Ner, JD
Senior Partner
alexner@val.law
Ma. Regina Janina B. Alzaga
Associate
regina.alzaga@val.law
