SEC Expands the Definition of “Qualified Buyers” Under the Securities Regulation Code

The Securities and Exchange Commission (SEC) has issued Memorandum Circular No. 15, Series of 2026, further amending the rules governing Qualified Buyers under the Securities Regulation Code (SRC). The Circular broadens the securities that may be included in an investor’s portfolio for purposes of determining financial capacity as it now includes securities exempt from registration under the SRC.

Under the amended rule, a natural person must satisfy both a financial-capacity requirement and an experience requirement to be considered a Qualified Buyer. The person must have: (1) an annual gross income of at least ₱10 million for at least two years before registration; (2) a total portfolio investment of at least ₱10 million in securities registered with the SEC or exempt from registration under the SRC; or (3) a personal net worth of at least ₱30 million. The person must also possess the prescribed securities-trading or relevant professional experience. 

For juridical persons, the Circular likewise expands the financial qualification requirements by including securities exempt from registration under the SRC, instead of just financial instruments issued by the government, in calculating the total portfolio investment. A juridical person must, at the time of registration with an authorized registrar, have either gross assets of at least ₱100 million or a total portfolio investment of at least ₱60 million in securities registered with the SEC or exempt fromregistration under the SRC.

The amendments also clarify how financial capacity is evaluated when portfolio investments, net worth, gross assets, or income are held in joint accounts or similar ownership arrangements. Joint accounts with an “OR” or “AND/OR” arrangement are evaluated based on the income, portfolio investment, net worth, or gross assets of each beneficial owner or principal. In contrast, joint accounts with an “AND” arrangement are evaluated based on the combined financial capacity of all beneficial owners or principals. 

Continuing compliance with the applicable is required for all forms of joint accounts. For “OR” or “AND/OR” arrangements, each beneficial owner or principal must continuously satisfy the applicable qualification. Additionally, subsequent purchases under an “OR” or “AND/OR” arrangements that lost their qualified buyer status are prohibited.

The Circular further provides that Qualified Buyers are presumed to possess the financial capacity, investment sophistication, experience, and knowledge necessary to understand and assess investment risks. They are therefore expected to exercise independent judgment and due diligence in evaluating the suitability and risks of any investment.