Crypto Law Profile
Philippines SEC circulars establishing a CASP framework for crypto-asset services, including registration, disclosures, marketing, custody, cybersecurity, reporting, and enforcement.
SEC Memorandum Circular Nos. 04 and 05, Series of 2025 are the Philippines Securities and Exchange Commission’s Crypto-Asset Service Provider (CASP) framework. The pair consists of MC No. 04, the SEC Rules on Crypto-Asset Service Providers, and MC No. 05, the SEC Guidelines on the Operations of Crypto-Asset Service Providers. Issued in Makati City on May 30, 2025, filed with the UP Law Center on June 2, 2025, and published in two newspapers on June 4, 2025, the framework is treated in this profile as in force from July 5, 2025.
The circulars apply to entities that, as a business, offer or provide one or more crypto-asset services, including public offerings of crypto-assets, operation of a crypto-asset trading venue, crypto-asset intermediation, and other crypto-asset services later determined by the SEC. The rules also cover third-party service providers involved in marketing crypto-assets or crypto-asset services.
The framework classifies crypto-assets as cryptographically secured digital representations of value or rights that can be transferred, stored, or traded electronically. For SEC supervisory purposes, the CASP Rules classify crypto-assets as financial products under the Financial Products and Services Consumer Protection Act when they fall within the SEC’s scope.
MC No. 05 sets the operating gateway for CASP registration. An applicant must be a corporation registered with the SEC, include CASP operations in its primary corporate purpose, maintain at least ₱100 million in paid-up capital excluding crypto-assets, and maintain a staffed physical office in the Philippines. The application package is submitted to the SEC’s PhiliFintech Innovation Office and includes trading and disclosure rules, business conduct rules, system descriptions, custodian or registrar information, risk disclosures, business plans, governance materials, and proof of filing-fee payment.
MC No. 04 provides that crypto-assets may not be sold, offered for sale, or distributed in the Philippines without complying with the CASP Rules and Guidelines, subject to stated carveouts. A disclosure document must be filed with the SEC and published through the relevant platform at least 30 days before marketing activity or the offering, whichever comes first. If the crypto-asset is a crypto-asset security, the circular requires a registration statement filed with and approved by the SEC under the Securities Regulation Code and related SEC issuances.
The marketing rules are drafted broadly. Covered activity can include promotional content, social media posts, blogs, videos, podcasts, livestreams, events, paid or earned media, airdrops, and educational content that is not made in good faith and purely for educational purposes. CASPs may use third-party marketers only within the disclosure and oversight structure described in the circulars.
The Guidelines require registered CASPs to maintain fair-access standards, automated-system capacity and security controls, risk management frameworks, customer support, complaints handling, market-monitoring controls, orderly wind-down plans, and cybersecurity safeguards. CASPs providing custody activities must legally and operationally segregate client crypto-assets from their own assets, maintain safeguards for client access mechanisms, and avoid using client crypto-assets for their own account.
The framework gives the SEC visitorial, examination, investigation, suspension, cease-and-desist, disgorgement, settlement, and civil-action powers over covered CASPs and related service providers. MC No. 05 also imposes operational reporting, monthly financial and wallet-address reporting, quarterly board and compliance reporting, annual audited-financial reporting, and five-year recordkeeping. Violations may trigger administrative fines, suspension or cancellation of registration, and, for willful violations, court-imposed criminal penalties under the circulars and applicable Philippine law.
This profile is an editorial legal-reference summary. It does not classify any specific token, product, platform, marketing activity, or business model and should not be used as legal, tax, investment, trading, or compliance advice.
Applicants must be SEC-registered corporations, include CASP operations in their primary purpose, meet ₱100M paid-up capital, and keep a Philippine office.
Crypto-asset offerings must comply with the Rules and Guidelines, including SEC filing and publication of disclosure documents before marketing or offering.
Crypto-asset securities may not be sold or offered in the Philippines without an SEC-approved registration statement under securities law.
The framework covers broad promotional activity, including social media, live streams, airdrops, events, and non-good-faith educational content.
CASPs must maintain fair access, system capacity, risk controls, complaints handling, market monitoring, wind-down plans, and cybersecurity safeguards.
Custody providers must legally and operationally segregate client crypto-assets from their own assets and avoid using client assets for their own account.
The Guidelines set filing, supervision, late-reporting, and violation penalties, while the Rules reserve SEC examination and enforcement powers.
SEC MC Nos. 04 and 05 were issued in Makati City by the SEC Philippines chairperson.
The circulars state that they were filed with the UP Law Center on June 2, 2025.
The circulars state publication in the Philippine Daily Inquirer and Philippine Star on June 4, 2025.
July 5, 2025 was reported as the effectivity date for SEC MC Nos. 04 and 05.
Securities and Exchange Commission Philippines
Crypto assets, Crypto-asset securities
Profile combines SEC MC No. 04 and SEC MC No. 05 because the Guidelines implement the CASP Rules and share the same issue, publication, and reported effectivity dates.
