Chapter 1 of SRC Code PH
Chapter 1 of SRC Code PH
Chapter 1 of SRC Code PH
Be it enacted by the Senate and the House of Representative of the Philippines in the Congress
assembled:
Section 1. Title. - This shall be known as "The Securities Regulation Code" 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. Section 3. Definition of Terms. - 3.1.
"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. It includes: (a) Shares of stocks, bonds, debentures, notes evidences of
indebtedness, asset-backed securities; (b) Investment contracts, certificates of interest or
participation in a profit sharing agreement, certifies of deposit for a future subscription; (c)
Fractional undivided interests in oil, gas or other mineral rights; (d) Derivatives like option and
warrants; (e) Certificates of assignments, certificates of participation, trust certificates, voting trust
certificates or similar instruments (f) Proprietary or nonproprietary membership certificates in
corporations; and (g) Other instruments as may in the future be determined by the Commission.
3.2. "Issuer" is the originator, maker, obligor, or creator of the security. 3.3. "Broker" is a person
engaged in the business of buying and selling securities for the account of others. 3.4. "Dealer"
means many person who buys sells securities for his/her own account in the ordinary course of
business. 3.5. "Associated person of a broker or dealer" is an employee therefor whom, 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. 3.6. "Clearing Agency" is any person who acts
as intermediary in making deliveries upon payment effect settlement in securities transactions. 3.7.
"Exchange" is an organized market place or facility that brings together buyers and sellers and
executes trade of securities and/or commodities. 3.8. "Insider" means (a) the issuer; (b) a director
or officer (or any person performing similar functions) of, or a person controlling the issuer; 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. 3.9. "Pre-need plans" are 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. 3.10.
"Promoter" is 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. 3.11. "Prospectus" is
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. 3.12. "Registration
statement" is the application for the registration of securities required to be filed with the
Commission. 3.13. "Salesman" is a natural person, employed as such as an agent, by a dealer,
issuer or broker to buy and sell securities. 3.14. "Uncertificated security" is a security evidenced
by electronic or similar records. 3.15. "Underwriter" is 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.