REPUBLIC ACT NO. 8799THE SECURITIES REGULATION CODE
Be it enacted by the Senate and the House of Representative of the Philippines in the Congress assembled:
CHAPTER ITITLE AND DEFINITIONSSection 1.
- This shall be known as "The Securities Regulation Code"
Declaration of State Policy.
– The State shall establish a socially conscious, free market that regulates itself, encourage thewidest participation of ownership in enterprises, enhance the democratization of wealth, promote the development of the capital market,protect investors, ensure full and fair disclosure about securities, minimize if not totally eliminate insider trading and other fraudulent or manipulative devices and practices which create distortions in the free market. To achieve these ends, this Securities Regulation Codeis hereby enacted.
Definition of Terms.
- 3.1. "Securities" are shares, participation or interests in a corporation or in a commercial enterprise or
profit-making venture and evidenced by a certificate, contract, instruments, whether written or electronic in character. It includes:(a) Shares of stocks, bonds, debentures, notes evidences of indebtedness, asset-backed securities;(b) Investment contracts, certificates of interest or participation in a profit sharing agreement, certifies of deposit for a futuresubscription;(c) Fractional undivided interests in oil, gas or other mineral rights;(d) Derivatives like option and warrants;(e) Certificates of assignments, certificates of participation, trust certificates, voting trust certificates or similar instruments(f) Proprietary or nonproprietary membership certificates in corporations; and(g) Other instruments as may in the future be determined by the Commission.3.2. "Issuer" is the originator, maker, obligor, or creator of the security.3.3. "Broker" is a person engaged in the business of buying and selling securities for the account of others.3.4. "Dealer" means many person who buys sells securities for his/her own account in the ordinary course of business.3.5. "Associated person of a broker or dealer" is an employee therefor whom, directly exercises control of supervisory authority, butdoes not include a salesman, or an agent or a person whose functions are solely clerical or ministerial.3.6. "Clearing Agency" is any person who acts as intermediary in making deliveries upon payment effect settlement in securitiestransactions.3.7. "Exchange" is an organized market place or facility that brings together buyers and sellers and executes trade of securities and/or commodities.3.8. "Insider" means (a) the issuer; (b) a director or officer (or any person performing similar functions) of, or a person controlling theissuer; gives or gave him access to material information about the issuer or the security that is not generally available to the public; (d)
A government employee, director, or officer of an exchange, clearing agency and/or self-regulatory organization who has access tomaterial information about an issuer or a security that is not generally available to the public; or (e) a person who learns suchinformation by a communication from any forgoing insiders.3.9. "Pre-need plans" are contracts which provide for the performance of future services of or the payment of future monetaryconsiderations at the time actual need, for which plan holders pay in cash or installment at stated prices, with or without interest or
insurance coverage and includes life, pension, education, interment, and other plans which the Commission may from time to timeapprove.