04/04/2025
The (SC) has ruled that companies issuing registered securities must use only certified public accountants (CPAs) accredited by the Securities and Exchange Commission (SEC) for independent audits of their annual financial statements.
In a Resolution written by Associate Justice Ricardo R. Rosario, the SC En Banc granted the SECβs Second Motion for Reconsideration, reversing its previous ruling and declaring valid and not unconstitutional Rule 68, paragraph 3 of the Implementing Rules and Regulations of the Securities Regulation Code (RA No. 8799) and SEC Memorandum Circular No. 13, series of 2009.
These rules require CPAs serving as external auditors for corporations issuing registered securities to obtain SEC accreditation.
The SEC, which regulates the corporate sector and securities industry, issued the accreditation rule as a quality control measure for external auditors.
However, 1Accountants Party List, Inc., an organization of CPAs, challenged this requirement, arguing that it restricted CPAsβ right to practice their profession under the Philippine Accountancy Act of 2004 (RA No. 9298).
In its June 21, 2022 Decision, the SC ruled that the SECβs authority applied only to corporations, not individual CPAs. However, after reconsideration, the SC found merit in the SECβs arguments and reversed its earlier decision.
The SC held that the Accountancy Act does not limit regulation of the practice of accountancy to the Professional Regulatory Board of Accountancy. The Securities Regulation Code and the Revised Corporation Code give the SEC powers to implement the State policy to protect investors, ensure full and fair disclosure of securities, and minimize insider trading, which harms the free market.
This accreditation requirement is not a regulation of the accountancy profession but the specific activity of auditing. Thus, CPAs engaged merely for bookkeeping or other non-audit services are not required to be accredited by the SEC.
Read the full text of the Press Release at https://tinyurl.com/2fy8xat9.
Read the full text of the Decision at https://tinyurl.com/yw5ne3ak.
Read the Dissenting Opinion of Associate Justice Alfredo Benjamin S. Caguioa at https://tinyurl.com/8ahnravu.
Read the Dissenting Opinion of Associate Justice Amy C. Lazaro-Javier at https://tinyurl.com/4t87dvsa.
Copying of this content is subject to the SC PIOβs Credit Attribution Policy: https://sc.judiciary.gov.ph/credit-attribution-policy/.