SRC RULE 68 PART II

The requirements for registering securities with the Philippines' Securities and Exchange
Commission (SEC) are set forth in Rule 68 of the Securities Regulation Code Part II. The rule
lays out the fundamental prerequisite for the registration of securities, specifically the submission
with the SEC of a registration statement providing all relevant details concerning the issuer and
the securities being offered. The registration statement must be submitted with all required
paperwork and registration fees.

The rule elaborates on the information that should be included in the registration
statement, which must disclose all material information that a reasonable investor would need to
make an informed investment decision. The issuer must provide ongoing reports to the SEC after
the registration of securities has been granted, including information about the issuer's financial
condition, business operations, and any material events that may affect the securities being
offered.

Furthermore, the rule outlines the procedures for amending the registration statement, the
circumstances under which the SEC can suspend or revoke the registration of securities, and the
consequences of violating any of the provisions of the SRC or the SEC's rules and regulations.

Overall, Rule 68 serves as a crucial regulatory tool for the SEC to ensure that companies
and individuals that offer securities to the public comply with regulations that promote
transparency, fairness, and investor protection in the securities market in the Philippines.
 PRIMARY LICENSE VS. SECONDARY LICENSE

According to the Securities of Exchange Guidelines, there are two different types of licenses for
the public offering and sale of securities: primary and secondary licenses. Despite similarities,
they also have a number of significant distinctions.

Issue: When a corporation issues and sells securities to the public for the first time, it acquires a
primary license, which is the initial license. A secondary license, on the other hand, relates to
subsequent offerings of securities that happen after the initial public offering.

Requirements: A primary license typically requires more effort and testing than a secondary
license. A business must fulfill strict financial and disclosure requirements established by the
securities exchange in order to be granted a primary license. However, because it has already
complied with the initial disclosure and reporting obligations, a business applying for a
secondary license is subject to less onerous restrictions.

Purpose: A primary license enables a business to acquire funds by launching its first public
offering of securities. A secondary license, however, enables a business to acquire more money
or provide current shareholders the chance to sell their shares.

Securities offered: A primary license normally entails the issuance of common stock whereas a
secondary license may involve the issuance of various securities, including preferred stock or
convertible bonds.