Commercial and Taxation Laws › Special Commercial Laws › Securities Regulation (RA 8799)

1. Securities

Securities under the Securities Regulation Code

Under the Securities Regulation Code, the State seeks to establish a socially conscious, free market that regulates itself, protect investors, and ensure full and fair disclosure about securities12. Under the law, "securities" are shares, participation, or interests in a corporation or in a commercial enterprise or profit-making venture and evidenced by a certificate, contract, or instruments, whether written or electronic in character3.

Statutorily, securities include the following:

  • Shares of stocks, bonds, debentures, notes, evidences of indebtedness, and asset-backed securities3;
  • Investment contracts, certificates of interest or participation in a profit-sharing agreement, and certificates of deposit for a future subscription3;
  • Fractional undivided interests in oil, gas, or other mineral rights3;
  • Derivatives like options and warrants3;
  • Certificates of assignments, certificates of participation, trust certificates, voting trust certificates, or similar instruments3;
  • Proprietary or nonproprietary membership certificates in corporations3; and
  • Other instruments as may in the future be determined by the Securities and Exchange Commission3.

An "issuer" is defined as the originator, maker, obligor, or creator of the security3. A "broker" is a person engaged in the business of buying and selling securities for the account of others, while a "dealer" is any person who buys and sells securities for his or her own account in the ordinary course of business3.

Authorities

  • RA 8799, Sec. 1
  • RA 8799, Sec. 2
  • RA 8799, Sec. 3