Digital asset regulation and tokenization in the Philippines

In the Philippines, a platform may encounter two different frameworks: the securities regulator’s cryptoasset service rules and the central bank’s virtual asset provider regime. The applicable route depends on actual activity. Issuing a tokenized security, exchanging assets and holding customer keys are distinct functions.

Before planning a launch, check whether the entry route is available. The central bank’s moratorium affects new licences under its regime; SEC rules do not remove that restriction. This guide connects supervisory responsibilities, provider requirements and offering obligations so that each part of the business can be assessed within its own perimeter.

Which activities fall within SEC and BSP regimes

SEC Circulars 4 and 5 of 2025 regulate crypto-asset service providers, offerings, markets and intermediation, alongside marketing obligations. The framework distinguishes financial products under consumer protection legislation from crypto-assets constituting securities. Classification depends on rights and economic substance rather than the token's name.

BSP Circular 1108 covers exchange between virtual assets and fiat, virtual asset exchange, transfers and custody for others. It excludes specified activities, including services relating to issuer offerings within SEC jurisdiction and transactions exclusively on one's own behalf. Each function and flow requires analysis rather than assigning every digital business to one regulator.

What each authority and the moratorium cover

The SEC registers CASPs within its perimeter and supervises securities offerings and intermediaries. Section 2.4 of the CASP Rules expressly preserves other agencies' jurisdiction. The BSP requires a Certificate of Authority for VASPs within its money service business framework. One permission does not establish that every project function is covered.

Memorandum M-2025-031 continues the new VASP licence moratorium from 1 September 2025, subject to reassessment. It neither sets an automatic reopening date nor revokes all existing permissions. Application eligibility must be checked before presenting the framework as an available market entry route.

What a provider must demonstrate for registration

Section 2 of the CASP Guidelines requires an SEC-registered corporation, CASP operations within its primary purpose, a staffed physical office and at least PHP 100 million in paid-up capital excluding crypto-assets. Applications address systems, trading rules, custody, governance, risk, settlement and financial planning. Meeting the capital floor alone is insufficient.

Registration covers specified activities; additions require approval. Section 4.6 of the Guidelines makes derivatives and leverage subject to SEC permission. Registration exemptions require an application and decision. They cannot be inferred automatically from a foreign licence, the technological nature of a service or a small customer base.

What changes when a token represents a security

Sections 5 and 6 of Circular 4 distinguish ordinary disclosure from tokenized securities offerings. For offerings within Section 5, filing and publication are required at least thirty days before marketing or offering, whichever occurs first, subject to specific exceptions. The document must state that no Philippine authority has approved it.

Where tokens constitute securities, the Securities Regulation Code applies, including offering registration or an applicable exemption and intermediary permissions. Documentation must identify the issuer, right, transfer conditions and exercise mechanisms. Provider registration or publication does not turn a token into direct land title or establish the validity of every property structure.

How to protect assets and distinguish proposals from rules

Section 6 of the Guidelines requires legal and operational separation of custody crypto-assets to prevent availability to the provider's creditors. The prohibition on own-account use must be distinguished from specific customer fund rules. Suitability assessment, market monitoring, cybersecurity, outsourcing controls and orderly wind-down plans are also required.

The BSP's 2026 payment controls draft proposes restrictions on intermediated merchant payment arrangements and a suspension of new OPS registrations. The consulted text retains blank numbering and approval details. This is separate from the operative VASP moratorium; the draft alone does not establish a new applicable prohibition or replace current obligations.

What to prepare before launching in the Philippines

Map money and asset flows: offering, deposit, exchange, custody, transfer and withdrawal. Assign each step to an entity and check its SEC or BSP permission. If the model requires a new central-bank VASP licence, confirm the moratorium’s status before committing to launch.

For an offering, prepare token classification, rights documentation and purchaser disclosures. Third-party reproductions of SEC circulars should be checked against official publication for the application. Also separate provider permission, product offering and draft payment rules: neither filing information nor announcing proposals establishes commercial approval.

To understand how this framework applies to your project, discuss your case with our team.