Tax Alert No. 17 [SEC Memorandum Circular (MC) No. 08-2026 dated 11 February 2026]

28 Apr 2026

2026 Rules of Procedure of the Securities and Exchange Commission

The Securities and Exchange Commission (SEC) has issued Memorandum Circular (MC) No. 08-2026, which adopted the 2026 Rules of Procedure of the SEC to update, streamline, and clarify the procedural rules concerning all actions handled by the Commission, aligning such rules with the provisions of recent statutory developments, current jurisprudence, and the evolving landscape of corporate and securities regulation.

This MC has expressly repealed the 2016 Rules of Procedure of the Securities and Exchange Commission in their entirety, including all other existing rules, circulars, procedures, practices, order or portions that are inconsistent with the new SEC rules. This MC has taken effect on 01 March 2026.

The following are the salient changes to the SEC’s rules of procedures:

1. Expanded and Explicit Coverage of Extension Offices

The new rules now establish as the general rule rather than an exception, the commencement and hearing of actions before the appropriate SEC Extension Offices based on territorial jurisdiction.

The new rules likewise reorganized the SEC’s departmental structure, resulting in the realignment and formal recognition of units such as the Financial Analysis and Audit Division (FAAD) and the Financing and Lending Companies Department (FinLenD).

2. Electronic Filing and Service of Documents

Electronic filing and service of pleadings, orders, and notices are now the primary modes of communication with the SEC, with a dedicated section specifically governing email transmittal requirements. Service of documents may be made through the official corporate email address registered with the SEC, and such service is deemed valid once transmitted.

Moreover, decisions, resolutions, or orders may also be served simultaneously through publication on the SEC’s website.

Companies must ensure that their SEC-registered email addresses are active and monitored regularly. Failure to monitor the registered email account may result in missed notices or orders from the SEC.

3. Restrictions on Procedural Motions

The new rules significantly limit procedural motions to prevent delays in administrative proceedings. Only pleadings allowed to be filed are the Petition, Answer, and such other pleadings directed by SEC, while all other pleadings shall be expunged. Both the Petition and Answer are required to be verified.

Most motions and pleadings are now prohibited, including:

Motion for Reconsideration, except those filed pursuant to Rule XIII of these SEC Rules (i.e., newly discovered evidence, fraud, accident, mistake or excusable negligence)
Reply
Rejoinder

A motion to dismiss is generally prohibited, except on limited grounds such as:

Lack of jurisdiction
Prescription
Litis pendentia
Res judicata

Parties must raise defenses directly in their answer, as preliminary challenges to complaints are no longer broadly permissible.

4. Removal of Department-Level Motions for Reconsideration

Under the previous rules, parties could file a motion for reconsideration before the SEC operating department that issued the decision. Under the new rules:

Department-level motions for reconsideration are no longer allowed.
Parties must appeal directly to the SEC Commission En Banc.

This reform reduces procedural stages and is intended to accelerate resolution of cases.

5. Expanded Authority to Issue Cease-and-Desist Orders (CDO)

Operating departments of the SEC are now authorized to issue CDOs to prevent violations of securities laws and corporate regulations. Previously, such authority was generally exercised by the Commission itself. CDOs may be issued to prevent:

Securities law violations
Corporate governance violations
Other regulatory breaches under SEC jurisdiction

This reform allows the SEC to respond more quickly to potential regulatory violations.

6. Virtual Hearings and Electronic Evidence

The rules now expressly allow:

Virtual hearings
Hybrid hearings
Electronic submission of documentary evidence

This reflects the SEC’s effort to modernize adjudicatory proceedings and reduce administrative delays.

7. Enhanced Contempt Powers and Daily Fines

The 2026 Rules also significantly strengthen the Commission’s contempt powers, particularly for indirect contempt arising from defiance of Commission orders. While fines for indirect contempt remain capped at P30,000.00, a significant addition is the imposition of a daily fine of P1,000.00 for unjustified and willful refusal to comply with lawful SEC orders, decisions, resolutions, or subpoenas. This daily fine accrues until full compliance is achieved.

8. Judicial Notice of SEC Corporate Records

The SEC may take judicial notice of corporate records already filed with the Commission. This eliminates the need for parties to repeatedly submit documents already available in SEC records.

The 2026 SEC Rules of Procedure represent a significant procedural reform designed to digitalize regulatory processes, reduce procedural delays, and strengthen enforcement powers of the SEC. Corporations and regulated entities should ensure strict compliance with the new procedural framework, particularly the shift toward electronic communication and streamlined adjudication.

2016 vs 2026 SEC Rules of Procedure

For ease of reference, summarized below are the salient changes to the 2016 Rules of Procedure pursuant to SEC MC No. 8-2026:

Rule	2016	2026
Filing of Pleadings	The original and two (2) signed copies of every pleading shall be filed with the Commission	Pleadings and submissions shall be filed electronically through official SEC e-mail or Commission-recognized platforms, unless otherwise authorized.
Service of Pleadings	Service generally through personal service or registered mail	Service of pleadings, orders and resolutions shall be made through the official corporate email address registered with the SEC
Completion of Service	Service deemed complete upon receipt through personal service or mail.	Service deemed complete once the email is transmitted to the registered address, regardless of whether it is opened.
Pleadings Allowed	Allowed pleadings included petition, complaint, answer, intervention, counterclaim, cross-claim, reply, third-party complaint.	Only petitions, answers, and pleadings directed by the Commission are generally allowed.
Motion to Dismiss	Motion to dismiss is generally prohibited.	Motion to dismiss is generally prohibited except on grounds of lack of jurisdiction, prescription, litis pendentia, or res judicata.
Motion for Reconsideration (Department-level)	Parties may file a motion for reconsideration of decisions issued by an operating department	Motions for reconsideration of decisions of operating departments are no longer allowed
Appeal Process	Appeal Process Appeal usually follows department decision to MR to Commission En Banc	Parties appeal directly to the Commission En Banc
Cease and Desist Orders	CDO issued by the Commission En Banc.	Operating Department, Extension Office or Special Hearing Panel (“SHP”) may issue CDOs, including ex parte orders for imminent violations, without the necessity of a prior hearing.
Hearings	Hearings typically conducted physically before hearing officers	Hearings may be virtual or hybrid, with electronic submission of evidence
Evidence Submission	Documentary evidence submitted physically.	Evidence may be submitted electronically in PDF with digital signatures.
Judicial Notice of SEC Records	No explicit procedural emphasis	Commission may take judicial notice of corporate filings already in its records.
Decision Period	The Commission en Banc, Special Hearing Panel or the Director of the Operating Department, as the case may be, shall render judgment within 30 days from the time the case is submitted for resolution.	Departments must issue decisions within 45 working days after submission for resolution.
Draft Decisions from Parties	Not required	Commission may require parties to submit draft decisions to assist adjudication.