SEC revises IPO float rules to revive listings

MANILA, Philippines – The Securities and Exchange Commission (SEC) has issued new rules lowering the minimum public ownership requirement for companies planning to list on the stock exchange, in a move aimed at encouraging more initial public offerings (IPOs) and improving capital market competitiveness. 

Under Memorandum Circular No. 11, Series of 2026, the SEC adopted a tiered framework linking the required public float to a company’s expected market capitalization at the time of listing. 

READ: sec-readies-rules-for-lower-public-float-requirements

Firms with a market value of not more than P500 million must maintain at least 33 percent public ownership, while those valued between P500 million and P1 billion need at least 25 percent public float. 

Companies with market capitalization exceeding P1 billion but not more than P50 billion are required to offer at least 20 percent, while larger firms above P50 billion need only 15 percent. 

For exceptionally large IPOs valued at P200 billion or more, the SEC said the stock exchange may allow even lower public ownership, but not below 12 percent, provided investor protection, liquidity and transparency safeguards are in place. 

READ: gcash-parent-mynt-keeps-ipo-option-open

The regulator also set minimum public ownership levels that must be maintained after listing. 

Companies with market capitalization of up to P50 billion must sustain at least 20 percent public float, while those above that threshold must maintain at least 15 percent.

Firms that fall below these levels will be required to restore compliance within six months and submit regular progress reports. 

SEC also said that issuers and underwriters are now required to submit post-offering reports detailing investor demand and allocation results within 10 days after completing the transaction, allowing regulators to review pricing outcomes and market conditions. 

The SEC warned that companies that fail to comply with the new rules may face administrative sanctions, including possible suspension or revocation of their registration. 

The circular, signed on Feb. 24, will take effect immediately after publication and gives the exchange three months to update its listing rules to align with the new requirements. INQ