Guidelines on Issuance and Disclosure of Sukuk - Financial Instrument in the Islamic Capital Market
Executive Summary
The Securities and Exchange Commission (SEC) issued Memorandum Circular (MC) No. 12, Series of 2026, establishing the regulatory framework for the issuance, registration, disclosure, and continuing obligations applicable to Sukuk — Shari’ah‑compliant financial instruments recognized under Philippine law.
The Guidelines implement the policy direction of RA 11439 (Islamic Banking Act of 2019) and align with global Islamic finance practices to promote transparency, investor protection, and market development.
Purpose of the Circular
The Circular sets forth a comprehensive framework that governs Sukuk issuance in the Philippines, ensuring full compliance with the Securities Regulation Code while supporting the national agenda to promote Islamic banking and finance. It intends to create a conducive environment for domestic and international Sukuk issuances by aligning with Shari’ah principles, strengthening investor protection through clearer disclosure and governance requirements, and enabling Philippine issuers to access broader financing opportunities in the Islamic capital markets.
Who Are Affected
Covered Entities
Issuers offering Sukuk to the public, including:
- Special Purpose Entities (SPEs)
- Publicly Listed Companies (PLCs)
- Non-listed stock corporations
Entities Exempt from Registration (Still Subject to Disclosure Obligations)
These entities are not required to register the Sukuk issuance but must still notify the SEC of their Sukuk issuance and submit disclosures:
- BSP‑supervised banks
- Local Government Units (LGUs)
- National Government agencies/instrumentalities
- Government‑supervised persons or instrumentalities
- SPEs formed by the above entities
Highlights of SEC MC No. 12, Series of 2026
These Guidelines mark a significant step in institutionalizing Islamic finance within the Philippine capital markets by establishing clear issuance standards, strengthening oversight mechanisms, and helping issuers and investors navigate Shari’ah‑aligned financing instruments with greater confidence. Organizations planning Sukuk issuances or evaluating Shari’ah‑compliant investment opportunities are encouraged to assess the operational, governance, and reporting implications outlined in this Circular to ensure readiness and full compliance.
Please refer to the PDF file below for further guidance.
To explore additional SEC Memorandum Circulars referenced in this alert or to access related regulatory issuances, you may also visit www.sec.gov.ph for more comprehensive guidance.
