Non-Bank Financial Institutions

In a country where a significant portion of the adult population remains unbanked or underbanked, Non-Bank Financial Institutions (NBFIs) play a critical role in expanding financial inclusion. These institutions—such as financing and lending companies, pawnshops, and money service businesses—offer accessible and flexible financial services to individuals and small enterprises that may not otherwise engage with the traditional banking system.

The firm provides comprehensive legal support to clients involved in the formation, operation, and regulation of NBFIs. With a deep understanding of the financial services landscape and evolving regulatory environment, we assist in ensuring that clients operate within the bounds of applicable laws while remaining agile and commercially viable.

Our services include:

• Entity Formation and Licensing: Assistance in the incorporation of NBFIs and in securing Certificates of Authority and related approvals from the Securities and Exchange Commission (SEC), Bangko Sentral ng Pilipinas (BSP), and other relevant agencies.
• Regulatory Compliance and Governance: Advisory on compliance with the Financing Company Act, Lending Company Regulation Act, Pawnshop Regulations, BSP Circulars, Anti-Money Laundering Act (AMLA), and the Data Privacy Act.
• Corporate Housekeeping: Ongoing support with board and stockholder actions, reportorial compliance, and maintenance of governance standards.
• Advisory on Financial Transactions: Legal guidance on loan documentation, investment instruments, interest rates, credit policies, and digital finance platforms.
• Representation Before Regulatory Bodies: Legal representation in administrative proceedings and regulatory inquiries, including representation before the Enforcement and Investor Protection Department (EIPD) of the SEC in cases involving alleged violations of securities or lending regulations.
• Regulatory Audits and Investigations: Support during SEC and BSP audits, show-cause orders, and administrative investigations, including preparation of legal responses and coordination with compliance officers.
• Risk and Compliance Reviews: Legal risk assessments and compliance audits to identify operational gaps and enhance regulatory adherence.

The firm supports NBFIs in achieving regulatory certainty, managing reputational risk, and strengthening stakeholder confidence—all while delivering accessible financial services to underserved markets.