ERC Resolution No. 06, Series of 2026 – Clarifications on POR and MSL Guidelines Compliance
ERC issued clarifications requiring submission of unredacted Shareholders’ and Share Subscription Agreements to verify compliance with public offering and market share limitation rules, ensuring accurate assessment of ownership and control in the power sector.
4/1/20263 min read
SUMMARY
WHAT IT IS
Clarifies the documentary and compliance requirements under the Public Offering Requirement (POR) and Market Share Limitation (MSL) Guidelines, specifically regarding the submission of Shareholders' Agreements (SHA) and Share Subscription Agreements (SSA) by Generation Companies (GenCos) and Distribution Utilities (DUs).
Generation Companies (GenCos)
Distribution Utilities (DUs)
Electric Cooperatives (ECs)
WHO IS AFFECTED
KEY DEADLINES
Effective immediately upon publication in a newspaper of general circulation or the Official Gazette.
Annual submission of required documents by January 15.
TAKEAWAY
GenCos and DUs not yet publicly listed must ensure timely submission of complete and unredacted SHA and SSA, along with other required documents, to the ERC each year.
Stakeholders should review their ownership and control documentation to ensure compliance with both POR and MSL requirements.
KEY POINTS
Scope: Covers Generation Companies (GenCos), Distribution Utilities (DUs), Private Distribution Utilities (DPUs), and Electric Cooperatives (ECs) not publicly listed in the Philippine Stock Exchange (PSE).
Entities not publicly listed are required to offer and sell to the public at least fifteen percent (15%) of their common shares of stock.
Existing companies must comply with the public offering requirement (POR) within five (5) years from the effectivity of EPIRA; new companies within five (5) years from issuance of their Certificate of Compliance (COC).
Entities already listed in the PSE, or their holding companies, are deemed compliant with the POR.
Annual compliance obligation: Non-compliant GenCos and DUs must submit, by January 15 each year, a verified declaration attesting to financial performance, stockholders’ equity, market capitalization, operating history, authorized capital stock, number of stockholders, and other material facts regarding PSE listing qualification.
Submission of complete and unredacted Shareholders’ Agreement (SHA) and Share Subscription Agreement (SSA) is required to validate stockholders’ equity and assess compliance with POR and Market Share Limitation (MSL) Guidelines.
The ERC may require any covered entity, including the Market Operator, to provide information or documents under oath for monitoring compliance with MSL Guidelines.
SHA and SSA are necessary to determine true ownership and control structures, including indirect or contractual arrangements, for proper crediting of Installed Generating Capacity (IGC) and enforcement of MSL.
General Information Sheet (GIS) and Articles of Incorporation (AOI) must also be submitted but are insufficient alone to establish ultimate or effective control.
The resolution takes effect immediately upon publication in a newspaper of general circulation or the Official Gazette.
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ERC Resolution No. 06, Series of 2026
Detailed policy analysis
Operational and compliance implications
Stakeholder impact assessment
Risk flags and ambiguities
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Tags: Public Offering Requirement, Market Share Limitation, Ownership Disclosure, Annual Compliance, Generation Companies, Distribution Utilities