Registration of Funding Portals for Crowdfunding (CF)

A funding portal is an intermediary organized and registered as a corporation to facilitate transactions involving the offer or sale of CF securities through online electronic platform. No entity shall act as a funding portal unless it is registered as such. An applicant shall comply with the following requirements: 

I. Shall be organized as a corporation and registered with the Securities and Exchange Commission (SEC). [See How to register a corporation in the Philippines]

II. Shall have paid-in capital of at least P5 Million, in addition to the expenditure- and risk- based minimum capital requirement. [See Prudential requirements for crowdsourcing intermediaries]

III. Registration Statement which would include information concerning: 

  • Funding portal’s principal place of business; 
  • Funding portal’s legal status and disciplinary history, if any; 
  • Business activities, including types of compensation the funding portal would receive; 
  • Control affiliates of the funding portal and disclosure of their disciplinary history, if any; and 
  • Funding portal’s website address(es) or other means of access. 

IV. Account Opening and Disclosure Rules 

V. Business Conduct Rules

Related discussions:
* Introduction of crowdfunding in the Philippines
* Eligibility for exemption from registration of securities

* Requirements for crowdfunding transactions
* Registration of issuer in crowdfunding

AMENDMENTS OF REGISTRATION

A funding portal shall file an amendment to its registration, within 30 days of any of the information previously submitted becoming inaccurate for any reason. 

WITHDRAWAL

Upon ceasing to operate as a funding portal, it must promptly file a withdrawal of the previously approved funding portal registration. The withdrawal takes effect, whichever comes later: 

(a) 30 days from receipt by the SEC of the notification that the funding portal is no longer operational; or 

(b) such longer period of time as to which the funding portal consents or which the SEC may determine as necessary or appropriate in the public interest or for the protection of investors. 

NONRESIDENT FUNDING PORTALS

A non-resident funding may operate in the Philippines, but it must register as such with the SEC. In addition to other requirements for registration, there must be: 

(a) Reciprocity, which means the country/state is registered must allow Philippine entities to engage in the same business; and

(b) There must be an information sharing arrangement in place between the SEC and the competent regulator in the jurisdiction under the laws of which the nonresident funding portal is organized or where it has its principal place of business.

P&L Law

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