PRESIDENTIAL DECREE NO. 902-A

REORGANIZATION OF THE SECURITIES AND EXCHANGE COMMISSION WITH ADDITIONAL POWERS AND PLACING THE SAID AGENCY UNDER THE ADMINISTRATIVE SUPERVISION OF THE OFFICE OF THE PRESIDENT

Edition note. As of October 2026, this selected compilation reflects P.D. Nos. 1653 and 1799 and the express repeals of Sections 2 and 8 by R.A. No. 8799, with a notice of that Act’s jurisdiction transfer. Section 76 of R.A. No. 8799 also repealed Section 4, whose earlier wording remains below for reference. Other provisions have not been fully consolidated.

WHEREAS, in line with the government's policy of encouraging investments, both domestic and foreign, and more active public participation in the affairs of private corporations and enterprises through which desirable activities may be pursued for the promotion of economic development; and, to promote a wider and more meaningful equitable distribution of wealth, there is a need for an agency of the government to be invested with ample powers to protect such investment and the public;

WHEREAS, to achieve these national objectives, it is necessary to reorganize and restructure the Securities and Exchange Commission to make it a more potent, responsive and effective arm of the government to help in the implementation of these programs and to play a more active role in national-building;

WHEREAS, it is necessary and desirable to professionalize such agency by investing it with adequate powers so that it could avail itself of the services of highly technical and qualified men in the government service;

NOW, THEREFORE, I, FERDINAND E. MARCOS, President of the Republic of the Philippines, by virtue of the powers vested in me by the Constitution, do hereby order and decree that:

SECTION 1. — The administrative supervision of the Securities and Exchange Commission is hereby transferred from the Department of Trade and shall hereafter be under the direct general supervision of the President.

SEC. 2.

(Repealed by Section 76 of R.A. No. 8799, approved July 19, 2000)

SEC. 3. — The Commission shall have absolute jurisdiction, supervision and control over all corporations, partnerships or associations, who are the grantees of primary franchise and/or a license or permit issued by the government to operate in the Philippines; and in the exercise of its authority, it shall have the power to enlist the aid and support of any and all enforcement agencies of the government, civil or military.

SEC. 4. — The Commission shall reorganize and restructure the present staff and personnel of the agency. The proposed staffing pattern of the Commission with the corresponding salary scale, attached as Annex "A" is hereby approved: Provided, That except as to the technical staff and such other positions as the Commission, with the approval of the President, may declare to be highly technical, policy-determining or primarily confidential, all positions in the Commission are subject to the Civil Service Law and Rules.

SEC. 5. — In addition to the regulatory and adjudicative functions of the Securities and Exchange Commission over corporations, partnerships and other forms of associations registered with it as expressly granted under existing laws and decrees, it shall have original and exclusive jurisdiction to hear and decide cases involving.

1. Devices or schemes employed by or any acts, of the board of directors, business associates, its officers or partnership, amounting to fraud and misrepresentation which may be detrimental to the interest of the public and/or of the stockholder, partners, members of associations or organizations registered with the Commission.
2. Controversies arising out of intra-corporate or partnership relations, between and among stockholders, members, or associates; between any or all of them and the corporation, partnership or association of which they are stockholders, members or associates, respectively; and between such corporation, partnership or association and the state insofar as it concerns their individual franchise or right to exist as such entity; and
3. Controversies in the election or appointments of directors, trustees, officers or managers of such corporations, partnerships or associations.

SEC. 6. — In order to effectively exercise such jurisdiction, the Commission shall possess the following powers:

1. To issue preliminary or permanent injunctions, whether prohibitory or mandatory, in all cases in which it has jurisdiction, and in which cases the pertinent provisions of the Rules of Court shall apply;
2. To issue writs of attachment in cases in which it has jurisdiction, in order to preserve the rights of parties and in such cases the pertinent provisions of the Rules of Court shall apply;
3. To appoint one or more receivers of the property, real and personal, which is the subject of the action pending before the Commission in accordance with the pertinent provisions of the Rules of Court, and in such other cases whenever necessary in order to preserve rights of parties litigants and/or protect the interest of the investing public and creditors: Provided, however, That the Commission may, in appropriate cases, appoint a rehabilitation receiver of corporations, partnerships or other associations not supervised or regulated by other government agencies who shall have, in addition to the power of a regular receiver under the provisions of the Rules of Court, such functions and powers as are provided for in the succeeding paragraph (d) hereof: Provided, further, That the Commission may appoint a rehabilitation receiver of corporations, partnerships or other associations supervised or regulated by other government agencies, such as banks and insurance companies, upon request of the government agency concerned: Provided, finally, That upon appointment of a management committee, rehabilitation receiver, board or body, pursuant to this Decree, all actions for claims against corporations, partnerships or associations under management or receivership pending before any court, tribunal, board or body shall be suspended accordingly. (P.D. No. 1799)
4. To create and appoint a management committee, board, or body upon petition or motu proprio to undertake the management of corporations, partnerships or other associations not supervised or regulated by other government agencies in appropriate cases when there is imminent danger of dissipation, loss, wastage or destruction of assets or other properties of paralyzation of business operations of such corporations or entities which may be prejudicial to the interest of minority stockholders, parties-litigants or the general public: Provided, further, That the Commission may create or appoint a management committee, board or body to undertake the management of corporations, partnerships or other associations supervised or regulated by other government agencies, such as banks and insurance companies, upon request of the government agency concerned. The management committee or rehabilitation receiver, board or body shall have the power to take custody of, and control over, all the existing assets and property of such entities under management; to evaluate the existing assets and liabilities, earnings and operations of such corporations, partnerships or other associations; to determine the best way to salvage and protect the interest of the investors and creditors; to study, review and evaluate the feasibility of continuing operations and restructure and rehabilitate such entities if determines to be feasible by the Commission. It shall report and be responsible to the Commission until dissolved by order of the Commission: Provided, however, That the Commission may, on the basis of the findings and recommendation of the management committee, or rehabilitation receiver, board or body, or on its own findings, determine that the continuance in business of such corporation or entity would not be feasible or profitable nor work to the best interest of the stockholders, parties-litigants, creditors, or the general public, order the dissolution of such corporation entity and its remaining assets liquidated accordingly. The management committee or rehabilitation receiver, board or body may overrule or revoke the actions of the previous management and board of directors of the entity or entities under management notwithstanding any provision of law, articles of incorporation or by-laws to the contrary. The management committee, or rehabilitation receiver, board or body shall not be subject to any action, claim or demand for, or in connection with, any act done or omitted to be done by it in good faith in the exercise of its functions, or in connection with the exercise of its power herein conferred. (P.D. No. 1653, s. 1979)
5. To punish for contempt of the Commission, both direct and indirect, in accordance with the pertinent provisions of, and penalties prescribed by, the Rules of Court;
6. To compel the officers of any corporation or association registered by it to call meetings of stockholders or members thereof under its supervision;
7. To pass upon the validity of the issuance and use of proxies and voting trust agreements for absent stockholders or members;
8. To issue subpoena duces tecum and summon witnesses to appear in any proceedings of the Commission and in appropriate cases order the examination, search and seizure of all documents, papers, files and records, tax returns, and books of accounts of any entity or person under investigation as may be necessary for the proper disposition of the cases before it, notwithstanding the provisions of any law to the contrary. (P.D. No. 1799)
9. To impose fines and/or penalties for violation of this Decree or any other laws being implemented by the Commission, the pertinent rules and regulations, its orders, decisions and/or rulings;
10. To authorize the establishment and operation of stock exchanges, commodity exchanges and such other similar organization and to supervise and regulate the same; including the authority to determine their number, size and location, in the light of national or regional requirements for such activities with the view to promote, conserve or rationalize investment;
11. To pass upon, refuse or deny, after consultation with the Board of Investments, Department of Industry, National Economic and Development Authority or any other appropriate government agency, the application for registration of any corporation, partnership or association or any form of organization falling within its jurisdiction, if their establishment, organization or operation will not be consistent with the declared national economic policies.
12. To suspend, or revoke, after proper notice and hearing, the franchise or certificate of registration of corporations, partnerships or associations, upon any of the grounds provided by law, including the following:
    1. Fraud in procuring its certificate of registration;
    2. Serious misrepresentation as to what the corporation can do or is doing to the great prejudice of or damage to the general public;
    3. Refusal to comply or defiance of any lawful order of the Commission restraining commission of acts which would amount to a grave violation of its franchise;
    4. Continuous in operation for a period of at least five (5) years;
    5. Failure to file by-laws within the required period;
    6. Failure to file required reports in appropriate forms as determined by the Commission within the prescribed period;
13. To exercise such other powers as implied, necessary or incidental to the carrying out the express powers granted to the Commission or to achieve the objectives and purposes of this Decree.

In the exercise of the foregoing authority and jurisdiction of the Commission, hearings shall be conducted by the Commission or by a Commissioner or by such other bodies, boards, committees and/or any officer as may be created or designated by the Commission for the purpose. The decision, ruling or order of any such Commissioner, bodies, boards, committees and/or officer may be appealed to the Commission sitting en banc within thirty (30) days after receipt by the appellant of notice of such decision, ruling or order. The Commission shall promulgate rules of procedures to govern the proceedings, hearings and appeals of cases falling within its jurisdiction.

The aggrieved party may appeal the order, decision or ruling of the Commission sitting en banc to the Supreme Court by petition for petition for review in accordance with the pertinent provisions of the Rules of Court.

(Note: The powers above apply only within the Commission’s jurisdiction; Section 5.2 of R.A. No. 8799, approved July 19, 2000, transferred jurisdiction over the cases enumerated in Section 5 of this Decree to the Regional Trial Courts, subject to its transitional exceptions.)

SEC. 7. — The Commission is authorized to recommend to the President the revision, alteration, amendment or adjustment of the charges and fees, which by law, it is authorized to collect.

SEC. 8.

(Repealed by Section 76 of R.A. No. 8799, approved July 19, 2000)

SEC. 9. — So much amount as may be needed to implement the provisions of this Decree taken from the income of the Commission not to exceed twenty-five (25%) percent thereof and any unexpended balance in the current appropriation is hereby authorized to be appropriated.

SEC. 10. — When the exigency of the service so requires and with the approval of the President, funds may be set aside from the appropriation provided for the Commission and/or from the fees collected under existing laws, decrees, rules and regulations to defray expenses to be incurred by the Commission.

SEC. 11. — The Commission shall submit an annual report to the President of the Philippines not later than January 31 of each year with such recommendations as may be necessary.

SEC. 12. — All laws, executive orders, decrees, rules and regulations or parts thereof, contrary to or inconsistent with the provision of this Decree are hereby repealed, amended or modified accordingly.

This decree shall take effect immediately.

Done in the City of Manila, this 11th day of March, in the year of Our Lord, 1976.

ANNEX "A"

REVISED STAFFING PATTERN

SECURITIES AND EXCHANGE COMMISSION

Approved: March 11, 1976