Tiered public float rules among key SEC reforms due by mid-February

THE Securities and Exchange Commission (SEC) plans to issue at least eight memorandum circulars this month, with the long-awaited tiered minimum public float rules for stock exchange listings targeted by mid-February.

“At the very least, [we will be releasing] two more. So maybe, eight or nine [memorandum circulars] for January,” SEC Chairperson Francisco Ed. Lim told reporters on the sidelines of the Management Association of the Philippines (MAP) Inaugural Meeting 2026 on Monday.

Since the start of the year, the SEC has already released three circulars through its eAmend portal. These cover amendments to real estate investment trust (REIT) rules, the extension of discounted filing fees for micro, small, and medium enterprises (MSMEs), and measures to simplify corporate amendment processes.

Meanwhile, the proposed tiered minimum public float framework is designed to tailor stock exchange listing requirements to company size while maintaining market liquidity, investor protection, and capital formation.

Under the draft rules, companies planning to list on an exchange would be assigned to one of five tiers based on their expected market capitalization at listing.

Companies in Tier I, with a market value of up to P500 million, would be required to maintain an initial public float of 33%. Tier II companies, valued between P500 million and P1 billion, would need at least 25% public float, but not less than P165 million in shares.

Tier III companies with market values from P1 billion to P50 billion would maintain a minimum of 20% public float worth at least P250 million. For Tier IV companies, with market values between P50 billion and P150 billion, the requirement would be 15% public float valued at no less than P10 billion, while Tier V companies valued above P150 billion would be required to maintain at least 12% public float, worth a minimum of P22.5 billion.

After listing, companies would be required to maintain minimum public ownership aligned with their initial public offering tier: 20% for Tiers I to III, 15% for Tier IV, and 12% for Tier V.

“The tiered approach addresses the limitations of the current 20% minimum public ownership rule, which does not account for differences in company size,” Mr. Lim said.

The January circulars are also part of the SEC’s broader initiative to improve efficiency and predictability in corporate filings. Measures include digital processing of amendments, classification of filings into simple or regular categories, and standardized forms to reduce processing time.

Simple amendments are expected to be completed within seven working days, while more complex filings may take up to 21 days.

In his recent speech at the “Big Bold Reforms: the Philippines 2026” event, Mr. Lim said that the SEC is working to strengthen rules, processes, and fairness to ensure faster, more certain operations while maintaining market integrity.

“External and internal issues will arise in any economy. But what sustains confidence is how firmly institutions respond — by enforcing standards and making accountability real,” he said. — Alexandria Grace C. Magno