http://www.cgrlaw.ph/, https://cgrlaw.blogspot.com/?m=1

Cgrlaw & Associates Law Offices, Salcedo Village, Makati (2026)

27/07/2026

The Philippine digital banking space is heating up — and the competition is only getting sharper with MariBank new entrant

As of July 2026, the Bangko Sentral ng Pilipinas (BSP) has licensed seven digital banks, with a hard cap of 10. That leaves three remaining slots under the current ceiling.

Current players
• Maya Bank
• GoTyme Bank
• Tonik Digital Bank
• UNO Digital Bank
• UnionDigital Bank
• Overseas Filipino Bank (Land Bank’s digital arm)
• MariBank (the newest entrant — converted from a rural bank license and began operating as a full digital bank on 18 July 2026)

MariBank’s approval marks the first of the additional licenses the BSP opened after lifting its earlier moratorium. Three other applications that were submitted before the November 2025 deadline remain under evaluation.

Why the BSP lifted the moratorium
In 2021 the BSP froze new digital bank applications so it could closely monitor the first wave of players. After assessing their financial soundness and contribution to financial inclusion and digital transformation, the Monetary Board decided in 2024 to lift the moratorium effective 1 January 2025. The goal was clear: encourage new business models, level the playing field between incumbents and new entrants, and accelerate the delivery of digital financial services to unserved and underserved Filipinos — while still keeping the total number manageable at a maximum of 10.

The result? A more competitive market. Existing digital banks are already pushing higher deposit rates, faster onboarding, and more innovative products. With MariBank now in the mix and up to three more licenses potentially on the way, customers stand to benefit from even stronger competition on rates, features, and user experience.

The Philippine digital banking story is no longer just about “potential.” It is becoming a genuine competitive arena — and that is good news for consumers, for financial inclusion, and for the broader financial system.

What stage are you now? Want to get ahead? MariBank gets ahead. Slide a DM for advantage.

26/07/2026

Waste-to-Energy is gaining real momentum under the Philippine Energy Plan.

The Department of Energy’s recent amendments (DC2026-07-0015) strengthen the framework for integrating Waste-to-Energy facilities into the country’s power generation mix. More importantly, they introduce clearer incentives for pioneer WtE projects and formally link them to the Green Energy Auction Program (GEAP).

This is a meaningful opportunity for developers, investors, and project sponsors looking at:
• Long-term offtake security through GEAP
• Pioneer status incentives
• Contribution to the Clean Energy Scenario under the Philippine Energy Plan 2023–2050
• Dual benefits — reliable baseload power + sustainable waste management

With the policy signals now clearer, now is the right time to review project eligibility for pioneer status and potential participation in upcoming Green Energy Auctions.

Big capital is already watching this space. Those who position early stand to benefit from both the regulatory incentives and the growing demand for dispatchable renewable capacity.

If your company or clients are evaluating WtE opportunities in the Philippines, we’re happy to help assess eligibility, structure, and next steps.

24/07/2026

Is 100% foreign ownership in Philippine telecommunications really new?

Not entirely — but the 13th Foreign Investment Negative List (EO 113, effective May 2026) has now locked it in clearly.

Quick timeline:
• Pre-2022: Telecommunications was treated as a public utility → constitutional 40% foreign equity cap.
• March 2022: RA 11659 (amended Public Service Act) reclassified telecoms as a public service (not a public utility). This removed the constitutional barrier and opened the door to 100% foreign ownership, subject to reciprocity.
• 12th FINL (2022): Reflected the liberalization.
• 13th FINL (2026): Explicitly confirms that “operation and management of telecommunications” may be 100% foreign-owned if the investor’s home country grants reciprocal treatment to Filipinos. Without reciprocity, the ceiling is 50%.

So while the legal foundation was laid in 2022, the 13th FINL provides the clearest, most current confirmation in the investment negative list framework.

Does “telecommunications” include internet service providers (ISPs)?

Yes, in most cases. The statutory definition of telecommunications covers the transmission of voice, data, electronic messages, and signals by wire, radio, optical, or other technological means. Broadband and internet access services generally fall under this category (though pure value-added services and passive infrastructure have their own nuances). Recent laws such as the Konektadong Pinoy Act have further reduced barriers for data transmission players.

Practical takeaway for foreign investors and local partners:
The combination of the 2022 Public Service Act amendment and the 2026 FINL creates a more predictable pathway for full foreign ownership in telcos and ISPs — provided reciprocity and licensing requirements are met. National security reviews and sector-specific permits still apply.

This is one of the more meaningful openings in recent years for digital infrastructure investment.

If you’re exploring entry into Philippine telecoms, broadband, or related digital infrastructure, or need a clear assessment of reciprocity and structuring options, feel free to reach out.

23/07/2026

BSP Tightens Crypto Rules: Privacy Coins Banned & New Delisting Thresholds Now in Force

The Bangko Sentral ng Pilipinas has issued stricter guidelines requiring all Virtual Asset Service Providers (VASPs) to implement robust due diligence and accreditation processes before listing any virtual asset.

Key points every exchange, token project, and investor should note:

• Privacy coins / anonymity-enhancing assets (including Monero, Zcash, and similar) are now prohibited from being listed or supported by licensed VASPs.
• VASPs must continuously monitor listed assets and set clear internal thresholds that can trigger suspension or delisting — covering loss of liquidity, issuer insolvency, inadequate reserves, de-pegging, misleading disclosures, abnormal price movements, scams, cybersecurity threats, or regulatory action.

This is part of the broader regulatory tightening that already includes SEC CASP rules and the ongoing BSP VASP licensing framework.

What this means in practice

Exchanges must review and potentially delist privacy-focused assets. Projects relying on strong anonymity features face immediate market-access challenges in the Philippines. Investors holding these assets on local platforms should expect restricted trading or forced exits.

How CGRLAW can help

We assist VASPs, token issuers, and foreign platforms with:
• Rapid compliance gap assessments against the new BSP memorandum
• Designing and documenting the required due diligence & ongoing monitoring frameworks
• Structuring compliant alternatives (transparent or selectively private tokens that still meet regulatory standards)
• Advising on orderly delisting processes and client communication to minimize regulatory and reputational risk
• Evaluating cross-border structuring options for projects that need legitimate privacy features while remaining Philippine-compliant

If your platform is currently listing privacy coins or you are assessing the impact of these thresholds, now is the time to act.

Feel free to message me or the team for a confidential discussion. We’re here to help you stay compliant and operational.

21/07/2026

📢 Important SEC Developments: Proposed Reforms to Debt Securities Offerings + Draft Market Making Rules

The Securities and Exchange Commission (SEC) Philippines has released two key proposals that could meaningfully reshape how companies raise long-term capital and how our markets provide liquidity.

1. Proposed Amendments to Public Offering Rules for Debt Securities
(Amendments to the 2015 Implementing Rules and Regulations of the Securities Regulation Code)

What it’s about:
The SEC is moving away from a one-size-fits-all (largely equity-oriented) approach toward a more proportionate, debt-specific regime:

• Tailored disclosure focused on creditworthiness, ability to service and repay debt, and information most relevant to bondholders.
• Simplified framework for Debt-Only Issuers (DOIs) and eligible mid-market companies — including ready-made templates, shorter documents, and reduced financial statement requirements.
• Introduction of a Medium-Term Note (MTN) Program — register the program once and conduct multiple bond issuances over up to 5 years with streamlined subsequent filings.
• Modernized procedures (online notices instead of print, clearer rules on mid-offering updates).

Goal: Lower compliance costs and speed up access to long-term debt financing while preserving strong investor protection.

2. Draft SEC Rules on Market Making

What it’s about:
A formal regulatory framework to institutionalize market making on Philippine exchanges, aimed at boosting liquidity, tightening spreads, and improving price discovery.

Key elements include:
• Only SEC-licensed exchange trading participants may act as market makers.
• Eligibility: Minimum ₱100 million unimpaired paid-up capital, proven trading experience, and a valid market-making agreement.
• Continuous two-sided quotations during trading hours, sufficient inventory, and firm/executable quotes.
• Exchanges may offer incentives such as fee concessions and liquidity rebates.

Is this common international practice?
Yes — these proposals align closely with global standards.

Tailored debt offering regimes and MTN/shelf programs are standard in the US, EU, Singapore, and other developed markets because debt securities have distinct risk profiles and investor information needs.

Why this matters

This gives potentially faster and more cost-efficient access to long-term funding via bonds.

These are positive developments for capital formation in the Philippines.
We’re closely tracking these at CGRLAW & Associates given their direct relevance to corporate finance, regulatory compliance, and capital-raising strategies.

What are your thoughts? How might these changes affect your financing plans or investment decisions?

I’d love to hear your views in the comments — or feel free to reach out directly.

20/07/2026

📌 Big move for Philippine fintech: SEC lifts 5-year moratorium on new online lending platforms

The Securities and Exchange Commission has issued Memorandum Circular No. 20, Series of 2026 (effective August 1, 2026), formally lifting the moratorium on new Online Lending Platforms (OLPs) that has been in place since 2021.

This is not an open door. The new framework is deliberately stricter to promote responsible innovation while protecting consumers:

Key takeaways from MC 20 s. 2026:

• Only licensed Financing Companies (FCs) and Lending Companies (LCs) that fully comply with the new prudential, disclosure, and market conduct rules may operate borrower-facing digital platforms.
• Tiered paid-up capital requirements tied to the number of platforms operated (capped at 5 platforms per company):
• Financing Companies: ₱20M (1 platform) → up to ₱100M (5 platforms)
• Lending Companies: ₱10M (1 platform) → up to ₱50M (5 platforms)
• Single Certificate of Authority covering all branches and OLPs.
• Mandatory disclosure of all platforms and digital channels.
• Enhanced borrower protections: clear loan breakdowns before approval, explicit consent before disbursement, stronger data privacy & cybersecurity standards, and fair collection practices.
• SEC can suspend or delist non-compliant platforms.

The regulator’s message is clear: financial inclusion and digital innovation are welcome — predatory practices are not.

For existing players and new entrants in the digital lending space, this is both an opportunity and a compliance challenge. Companies planning to expand or enter the market should immediately review capitalization, licensing strategy, operational setup, and data protection measures.

At CGRLAW & Associates, we regularly assist fintech, financing, and lending companies with SEC licensing, regulatory compliance, corporate structuring, data privacy (NPC), and consumer protection frameworks.

Are you preparing to launch or expand an OLP? What are the biggest compliance hurdles you’re seeing?

Drop your thoughts below or reach out — happy to discuss how this affects your operations.

16/07/2026

Ownership Changes in BSP-Registered FOREX Companies: Why Strong Regulation is a Win for Compliance

Acquiring or transferring shares in a company authorized to deal in foreign exchange in the Philippines isn’t a standard corporate transaction. Under current Bangko Sentral ng Pilipinas (BSP) rules for Money Changers and Foreign Exchange Dealers (MC/FXDs), changes in control — generally when a party acquires 20% or more of voting shares or gains the ability to influence board composition — require prior BSP approval. New controlling owners and directors must also meet fit-and-proper standards.

While these requirements are stringent, they serve an important and positive purpose:

✅ They ensure that only reputable, capable, and compliant parties assume control of entities handling cross-border financial flows.
✅ They reinforce robust safeguards against money laundering and financial crime risks.
✅ They promote transparency, accountability, and sound corporate governance.
✅ They help build long-term trust and stability in the Philippine forex and money services sector — protecting clients, investors, and the integrity of the financial system.

In short, these rules aren’t obstacles to business. They are foundational to a more professional, resilient, and credible industry. Deals that prioritize early compliance planning and regulatory alignment tend to close smoother and operate with greater confidence.

For buyers, sellers, and their legal teams, understanding these layers of oversight is essential. Proactive structuring around BSP requirements turns regulatory compliance into a genuine competitive advantage.
Regulatory frameworks like these remind us that in financial services, compliance excellence isn’t just about following rules — it’s about building sustainable, trustworthy businesses.

What are your thoughts? Have you seen similar regulatory approaches benefit other sectors or jurisdictions?

14/07/2026

Philippine Virtual Assets & Crypto Regulation: A Positive Path Forward for Compliant Innovation 🇵🇭

The Philippines continues to rank among the world’s highest in crypto adoption, and the regulatory environment is evolving in a way that rewards serious, well-structured projects and platforms.
Here’s why I’m optimistic:

Token Availability & Listing Strategy

There is no rigid government whitelist. Instead, licensed platforms apply a clear, quality-focused process. BSP VASPs follow a structured six-pillar due diligence framework (issuer background, market maturity, utility, security & traceability, liquidity & reserves, and legal/compliance).
This approach actually creates opportunity. High-quality projects with strong fundamentals, transparent governance, verifiable reserves (especially stablecoins), and genuine utility are best positioned to secure listings. Privacy coins are restricted — a move that prioritizes market integrity and traceability.

Platform Licensing (VASP + CASP)

The dual framework — BSP oversight for VASPs and the SEC’s CASP Rules (effective 2025) — provides much-needed structure and credibility. Proper licensing signals trustworthiness to users and institutions, enables smoother fiat on/off-ramps, and opens doors to more sustainable growth in one of Asia’s most dynamic markets.

Structuring Offerings

SEC CASP requirements around clear disclosures, responsible marketing, and investor protection help serious projects build credibility. Thoughtful structuring allows compliant public offerings while reducing regulatory risk and fostering long-term trust.

The takeaway: In the Philippines, compliance is becoming a competitive advantage. It builds trust, protects participants, and supports a healthier, more credible ecosystem for everyone involved.

At CGRLAW & Associates, we help clients navigate these frameworks — from VASP and CASP licensing strategies to token due diligence programs and compliant offering structures.

If you’re a project founder, platform operator, or investor looking at the Philippine market, I’d be happy to exchange thoughts.

What excites you most about the current direction of Philippine crypto regulation?

13/07/2026

The Case for Term Limits on Independent Directors: Protecting True Independence

Under Philippine regulations — particularly the SEC Code of Corporate Governance for Publicly-Listed Companies and the framework in SEC Memorandum Circular No. 7, Series of 2026 — Independent Directors (IDs) of publicly-listed companies are subject to a maximum cumulative term of nine (9) years in the same company. Once this limit is reached, they are perpetually barred from re-election as an independent director (though they may continue serving as a regular director).

This rule exists for good reason. Extended tenure carries real governance risks that can undermine the very purpose of having independent directors:

1. Erosion of Independence
What begins as healthy engagement can gradually turn into unconscious alignment with management. Over time, long-serving IDs may lose the critical distance and objectivity that define their role. International standards (including ISS guidelines) increasingly view tenure beyond nine years as potentially compromising true independence.

2. Entrenchment and Reduced Challenge
Long tenure can breed complacency. Directors who have served for many years may become less inclined to vigorously question proposals or push back on the status quo — precisely when fresh scrutiny is most needed.

3. Stagnation of Ideas and Perspectives
Boards thrive on renewal. Extended service often means fewer new skills, experiences, and viewpoints entering the boardroom. In a rapidly changing regulatory, technological, and competitive environment, this lack of refreshment can lead to outdated thinking and missed risks or opportunities.

4. Hindered Board Diversity and Succession
Without term limits, companies risk “fossilized” boards that lack meaningful diversity in expertise, background, gender, or generational perspective — and delay the structured succession planning every healthy organization needs.
The nine-year cap strikes a thoughtful balance: it preserves valuable institutional knowledge by allowing seasoned IDs to transition into non-independent roles while ensuring the independent voice on the board remains genuinely independent and dynamic.

For listed companies, compliance with term limits is not merely a regulatory checkbox — it is a strategic investment in more resilient, accountable, and effective governance.

What has been your experience with long-tenured board members? Do term limits help or hinder board effectiveness in practice? I’d value your thoughts in the comments.

09/07/2026

📌 Update: Senate Impeachment Trial of VP Sara Duterte – Article IV (Grave Threats)

The evidentiary phase on Article IV (grave threats, alleged assassination plot, and inciting to sedition, argued by the House prosecution as amounting to betrayal of public trust and other high crimes under Article XI, Section 2 of the Constitution) is now underway.

On Days 2–3, the prosecution presented its first witness: NBI Senior Agent John Mark Calilung (Cybercrime Division). His testimony focused on the collection, preservation, and authentication of video evidence from VP Duterte’s November 23, 2024 Zoom press conference (and related earlier statements). The relevant clips—now admitted into evidence despite defense objections—show the Vice President publicly stating she had spoken to “someone” and given instructions that if she were killed, that person should “kill BBM, Liza Araneta, and Martin Romualdez… No joke… Don’t stop until you kill them.”

Prosecution’s position: Because these statements came from the second-highest official in the land, they are not ordinary political speech or a simple Revised Penal Code violation. They undermine public trust in constitutional offices and the stability of government institutions—hence, they rise to the level of betrayal of public trust and other high crimes.

Defense’s position & cross-examination highlights:

• The statements were conditional (“if I get killed…”), made in the context of perceived threats to VP Duterte and her family.
• They were personal (as wife, mother, daughter) rather than official acts of the Vice President.
• They do not meet the constitutional threshold for impeachment.
• There is no evidence beyond the words themselves that an assassin was actually hired or that a real plot existed.
On the NBI Agent’s Testimony:
It was strong and effective for its core purpose — authenticating the digital videos, establishing chain of custody, and confirming they accurately reflect the public statements made. That foundation allowed the clips to be played and marked as evidence.
However, the cross-examination (led by Atty. Carlo Joaquin Narvasa) effectively highlighted its limitations:
• The NBI investigation was motu proprio (no formal complaints or affidavits from President Marcos, the First Lady, or former Speaker Romualdez).
• Agent Calilung’s role was primarily technical authentication, not substantive investigation of any alleged plot or hired assassin.
• He had no personal knowledge of victim participation in the NBI process.

This is typical of a technical/foundational witness. The testimony successfully opened the door to the video evidence, but it does not, by itself, prove the existence of an actual assassin or fully bridge the gap to the constitutional standard of “betrayal of public trust.”

The prosecution has indicated it will present additional witnesses (including another NBI official) starting next week. The defense has signaled it will continue to press both evidentiary gaps and the legal/constitutional interpretation of what constitutes an impeachable offense in this context.
Key takeaway for practitioners: Impeachment is a unique constitutional process—political in character but requiring quasi-judicial standards of evidence and due process. The coming days will likely test how Senator-Judges distinguish between (a) the criminal elements of grave threats and (b) the higher constitutional threshold of betrayal of public trust when the speaker is the Vice President.

These proceedings will be closely watched not only for the outcome but for the precedents they may set on accountability, free speech in political discourse, and evidentiary rigor in high-stakes constitutional trials.
What aspects of the evidentiary rules or constitutional interpretation in this trial are you monitoring most closely?

Cgrlaw & Associates Law Offices

27/07/2026

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