Minimum Public Ownership Rules for Issuers of Shares of Stock to Be Listed on an Exchange
Executive Summary
The Securities and Exchange Commission (SEC) issued Memorandum Circular (MC) No. 11, Series of 2026, prescribing the Minimum Public Ownership (MPO) Rules applicable to companies intending to register their shares for the purpose of undertaking an initial public offering (IPO).
The Circular introduces a tiered MPO framework, defines the obligations of covered companies pre‑listing and post‑listing, and outlines monitoring, reporting, sanctions, and transitory requirements.
Purpose of the Circular
The Circular is issued pursuant to various provisions of the Securities Regulation Code (SRC) authorizing the SEC to formulate policies on capital market development, approve securities registration statements, prescribe required disclosures, and impose conditions for investor protection.
It responds to evolving IPO activity, liquidity conditions, and the need to recalibrate listing requirements to maintain the Philippines’ competitiveness as an IPO venue.
Who Are Affected
Covered Entities
- Any company applying for the registration of its shares of stock for an IPO (“covered company”)
Not Covered Entities
- Companies not undertaking an IPO
- Companies whose shares are already publicly listed but are governed by existing MPO rules at their date of listing (subject to post‑listing maintenance rules where applicable)
Highlights of SEC MC No. 11, Series of 2026
Through these rules, the SEC aims to support the development of the Philippine capital market by promoting orderly trading, investor protection, and appropriate levels of public participation in companies undertaking initial public offerings, while ensuring that the minimum public ownership framework remains responsive to current market conditions.
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.
