SEC MC No. 12, Series of 2026 — Guidelines on the Issuance and Disclosure of Sukuk

4 h. Other Sukuk structures as may be approved by the Commission, in accordance with Shari’ah principles. Sukuk structure under this Section shall be designed and implemented in accordance with Shari’ah principles and the objectives of Maqasid al-Shari’ah, including the protection of faith, life, intellect, family, and wealth, and Issuers engaged in mixed business activities shall disclose the screening, methodology applied, including both quantitative and qualitative considerations, to address non-permissible activities, consistent with the Commission’s full disclosure framework. The Commission may issue supplemental guidance, including illustrative or model structures and phased implementation measures, to support market development and investor protection.
SECTION 6. GENERAL PROHIBITIONS ON SUKUK ISSUANCES - The elements that are
strictly prohibited in Sukuk issuance include:
a. Riba (interest or usury): Any form of interest-based transactions or unjustified increase in capital; b. Maysir and Qimar (gambling and games of chances): Any involvement in speculative activities or games of chance;
c. Gharar (excessive uncertainty, fraud, deception, ambiguity);
d. Jahal (ignorance): Any lack of transparency or withholding of relevant information among parties in a contract; e. Rishwah (corruption): Exploitation or abuse of trust for unlawful gain; and f. Investment in non-permissible goods and activities under Shari’ah principles.
SECTION 7. ELIGIBLE ISSUERS –
a. The following entities may issue Sukuk:
i. Special Purpose Entities (SPEs) created specifically for Sukuk issuance,
incorporated and registered with the SEC, and in compliance with SEC regulations;
ii. Publicly Listed Companies (PLCs); and
iii. Non-listed Stock corporations.
b. The following entities are eligible issuers of Sukuk but are not required to register under these Guidelines, consistent with the exemptions provided under Section 9 of the SRC and Rule 9.1 of the 2015 SRC Implementing Rules and Regulations (2015 SRC Rules):
i. Banks supervised by the BSP;
ii. Local Government Units (LGUs);
iii. National Government;
iv. Any person controlled or supervised by, and acting as an instrumentality of
said Government; and

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v. SPEs formed by any of the entities under (i) to (iv).
Pursuant to Rule 9.1.4 of the 2015 SRC Rules, the above issuers of Subsection 7.b shall notify the Commission of their issuance of Sukuk and shall submit disclosures, in accordance with these Guidelines. In addition, banks supervised by the BSP or their SPEs shall submit to the Commission a favorable recommendation from the BSP for Sukuk issuances that are intended to be used for regulatory capital purposes.
SECTION 8. REQUIREMENTS FOR SPE INCORPORATION AS SUKUK ISSUER - The SPE
must be incorporated as a separate legal entity, distinct from the Originator and established primarily for Sukuk issuance and hold the assets for Sukukholders. It must adhere to international standards for Sukuk issuance, including Shari’ah principles, and comply with the provisions of the Revised Corporation Code of the Philippines (RCC), particularly the following:
a. The SPE must register with the Commission before Sukuk issuance by submitting the following documents:
i. Articles of Incorporation of the SPE stating that its primary purpose is to issue
Sukuk, in accordance with Shari’ah principles. It shall further provide that the SPE shall hold, manage, and transfer such assets solely for the benefit of the Sukukholders, in compliance with these Guidelines and applicable laws;
ii. Bylaws which must include provisions ensuring that the operation of SPE is
compliant with Shari’ah principles. b. The SPE must comply with the corporate governance standards prescribed by law, rules, and the RCC.
c. The SPE must submit to the Commission, as well as to the SEC-registered Exchange on
which the Sukuk is listed (if applicable), the reporting requirements, pursuant to Section 177 of the RCC. d. Pursuant to Section 3 of these Guidelines, an SPE that issues Sukuk and seeks to list, trade, or settle such instruments through the facilities of an SEC-registered Exchange shall likewise comply with all applicable rules, regulations, guidelines, and issuances of said Exchange. This includes, in particular, adherence to the Exchange’s listing requirements prior to the Sukuk being traded or settled, as well as compliance with all continuing disclosure obligations incumbent upon an Issuer. Sukuk issued by SPEs in compliance with these Guidelines shall not be regulated under RA No. 9267, also known as the Securitization Act of 2004.
SECTION 9: DISCLOSURE AND REPORTORIAL REQUIREMENTS - In addition to the
information and documents required by SEC Form 12-1, Issuers of Sukuk are required to disclose the following information and submit the following documents to the Commission for review and approval:
a. Purpose of the Sukuk issuance; b. A detailed description of the Sukuk structure and transaction flow, including but not limited to the following: