TWENTIETH CONGRESS OF THE ) 
REPUBLIC OF THE PHILIPPINES ) 
First Regular Session 
)
'3 JULIO P6M5
S.B. No
SENATE433
Introduced by SENATOR IMEE R. MARCOS
AN ACT
RECOGNIZING DIGITAL ASSETS, REQUIRING THE REGISTRATION OF 
DIGITAL ASSET ENTERPRISES, THEIR OPERATORS,
AND FOR OTHER PURPOSES
EXPLANATORY NOTE
Article II, Section 20 of the 1987 Constitution provides that "the State recognizes 
the indispensable roie of the private sector, encourages private enterprise, and provides 
incentives to needed investments."
Digital assets (previously referred to as "digital currencies") refer to assets 
represented in a digital form with their value being determined by supply and demand 
and has monetary characteristics. Virtual assets is a subset of digital assets issued by 
developers and stored in electronic wallets for online transactions. They are usually 
controlled by a decentralized network of users and is not subject to the control and 
guarantee of national governments or a central bank. The value of virtual assets is 
solely based on the demand and supply, which makes their value volatile. As such, they 
differ from fiat currency, which is fully backed by the government of a country and is 
acceptable as a payment for public and private transactions. They are also distinct from 
electronic money, which is just the digital representation of flat currency and is 
recognized as legal tender. Most virtual assets are programmed to behave like cash, 
with sophisticated encryption methods resulting in anonymity, as the user only needs 
to have a private digital key in order to transact in the system.
Virtual assets suffer from several problems. The combination of lack of central 
authority, lack of legislation and the degree of anonymity associated with virtual asset 
transactions make them a potential vehicle for fraud and illicit transactions. Thus, there 
is a growing sentiment around the world for virtual assets to be recognized and 
regulated to facilitate its acceptability and use while minimizing its associated dangers 
and risks.


In the country, the Securities and Exchange Commission (SEC) regulates virtual 
asset offerings as securities through Republic Act (RA) No. 8799 or the Securities 
Regulation Code and SEC Memorandum Circular No. 9 s. 2024, while the Bangko Sentral 
ng Pilipinas (BSP) regulates transactions related to digital assets through BSP Circular 
No. 942, 944 and 1108. The BSP Charter, however, as defined by RA No. 7653, also 
known as the "The New Central Bank Act", as amended, does not mention electronic, 
virtual, or digital representations of money. This distinction is important in the context 
of the recommendation made by the Financial Action Task Force (FATF) last October 
2021 on the use of the term "virtual asset" to refer to digital representations of value 
that can be digitally traded or transferred and can be used for payment or investment 
purposes, including digital representations of value that function as a medium of 
exchange, a unit of account, and/or a store of value. The FATF further emphasizes the 
distinction between virtual assets and fiat currency. While the FATF recognize that 
virtual assets do not include digital representations of fiat currency, the limitation in 
the mandate of the BSP creates a need to further define the regulatory authority of the 
BSP to Include e-money.
The recognition and standardization of the rules regarding the operation of 
digital assets will allow the country to enjoy its advantages. One advantage is the ease 
in which transactions can be done. Digital assets are traded in the internet, which 
minimizes transaction costs. The accessibility, ease, and low transaction cost makes it 
an attractive vehicle for remittances, both local and international. The same traits also 
make it easier to make online transactions in the electronic commerce industry.
Digital assets are also a possible alternative in addressing the lack of financial 
inclusion. According to the 2021 Financial Inclusion Survey, 44% of Filipinos do not 
own a formal account. The absence of access to financial institutions results in most 
Filipinos not having a credit history, preventing most Filipinos from availing a bank loan. 
The use of digital assets can allow Filipinos to accumulate a transaction history, which 
will improve the financial inclusion of the country. In addition, it also improves the 
geographic reach of the financial system among those living in far-flung areas.
Given the situation described above, the bill aims to clarify and institutionalize 
the rules regarding digital assets. The bill aims to recognize but not regulate digital 
assets by defining what digital assets are and standardizing the process for the licensing 
and operation of e-money, virtual asset exchanges, and virtual asset businesses.
The immediate passage of this legislation is earnestly sought.
iTmarcos/^


TWENTIETH CONGRESS OF THE ) 
REPUBLIC OF THE PHILIPPINES ) 
First Regular Session 
)
25 JULIO ?6:15
SENATE
S.B. No. 433
Introduced by SENATOR IMEE R. MARCOS
AN ACT
RECOGNIZING DIGITAL ASSETS, REQUIRING THE REGISTRATION OF 
DIGITAL ASSET ENTERPRISES, THEIR OPERATORS,
AND FOR OTHER PURPOSES
Be it enacted by the Senate and House of Representatives of the Philippines in Congress 
assembled:
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SECTION 1. Short Title. - This Act shall be known as the "Digital Assets Act".
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SEC. 2. Definition of Terms. - The following shall be defined in this Act as:
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(a) "BSP" shall refer to the "Bangko Sentral ng Pilipinas;
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(b) "Digital assets" shall refer to e-money and virtual assets;
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(c) "E-money" shall refer to digital representations of fiat currency whose issue
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is backed by an equivalent fiat currency. It is an electronic store of monetary value on
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a technical device that may be widely used for making payments to entities other than
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the e-money issuer. The device acts as a prepaid bearer instrument which does not
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necessarily involve bank accounts in transactions;
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(d) "E-money issuer" shall refer to any entity which provides money transfer or
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remittance services using e-money;
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(e) "SEC" shall refer to the Securities and Exchange Commission;
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(f) "Virtual asset" shall refer to virtual currency and virtual token;
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(g) "Virtual asset business" shall refer to any of the following businesses:


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(i) virtual asset exchange,
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(ii) virtual asset broker,
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(Hi) virtual asset dealer, and
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(iv) other businesses related to virtual assets;
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(h) "Virtual asset exchange" shall refer to a center or a network established for
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the purposes of trading or exchanging of virtual assets, which operates by matching
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orders or arranging for the counterparty or providing the system or facilitating a person
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who wishes to trade or exchange virtual assets to be able to enter into an agreement
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or match the order, in the normal course of business;
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(i) "Virtual asset broker" shall refer to a person who provides services or holds
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itself out to the public as available to provide services as a broker or an agent for any
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person with respect to the trading or exchange of virtual assets in the normal course of
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business, in consideration of a fee or other remuneration;
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(j) "Virtual asset dealer" shall refer to a person who provides services or holds
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itself out to the public as available to provide services with respect to the trading or
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exchange of virtual assets for its own account in the normal course of business outside
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the virtual asset exchange;
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(k) "Virtual currency" shall refer to an electronic data unit created on an
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electronic system or network for the purpose of being used as a medium of exchange
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for the acquisition of goods, services or any other rights, or the exchange between
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virtual assets, and shall include any other electronic data units;
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(I) "Virtual token" shall refer to an electronic data unit created on an electronic
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system or network for the purpose of:
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(i) specifying the right of a person to participate in an investment in any project
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or business;
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(ii) specifying the right of a person to acquire specific goods, specific service, or
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any specific other right under an agreement between the issuer and the holder, and
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shall include any other electronic data units of right; and


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(m) "Virtual token portal service provider" shall refer to a provider of an electronic 
system for an offering of newly issued virtual tokens who is responsible for screening 
the characteristics of virtual tokens to be offered, qualifications of the issuer and the 
completeness and accuracy of registration statement and draft prospectus for the 
offering of virtual tokens or any other information to be disclosed through such provider.
SEC. 3. BSP as Lead Agency for E-Money. - The BSP shall be the lead agency 
on all matters pertaining the operation of e-money, including the power to issue 
notifications and other the performance of other duties in accordance with this Act.
SEC. 4. SEC as Lead Agency for Virtual Assets. - The SEC shall be the lead 
agency on all matters pertaining to the offering and issuance of virtual assets, and the 
operation of virtual asset businesses, in charge of the exercise of powers under this 
Act over the offering and issuance of virtual assets, and the operation of virtual asset 
businesses, including the power to issue notifications and other the performance of 
other duties in accordance with this Act.
SEC. 5. Scope. - Securities pursuant to the law governing securities and 
exchange shall not be regarded as virtual currency or virtual token under this Act.
Virtual asset business operators and virtual token portal service providers under 
this Act shall be regarded as financial institutions under RA No. 9160, also known as 
the "Anti-Money Laundering Act".
SEC. 6. Transfer of Virtual Assets. - In case where delivery, transfer, holding or 
return of cryptocurrencies or virtual tokens is required, virtual currencies or virtual 
tokens of the same category and type and of equal amount shall be fungible.
SEC. 7. Operation of E-money Issuers. - The BSP shall have the duty and power 
to establish policies relating to the promotion and development, as well as supervision 
and monitoring of E-money and E-money issuers as prescribed under this Act. Such 
powers and duties shall include:
(a) the issuance of rules, regulations, notifications, orders or directives on the 
operation of E-money issuers;
(b) the determination of fees for an application of licenses or permits, granting 
of a licenses or permits, application for a permission, granting of a permission, filing of 
registration statements for offering of virtual tokens, filing of annual registration


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statements, other applications or undertaking of businesses under a license or 
permission;
(c) the prescription of criteria as a guideline for the consideration to address any 
potential issues which may arise from the enforcement of this Act;
(d) any other activities to be implemented, in accordance with this Act.
SEC. 8. Offering and Issuance of Virtual Assets. - For the purpose of supervision 
and monitoring of the issuance and offering of virtual tokens and the undertaking of 
virtual asset businesses, the SEC shall have the duty and power to establish the policies 
relating to the promotion and development as well as supervision and monitoring of 
virtual assets and virtual asset business operators as prescribed under this Act. Such 
powers and duties shall include:
(a) the issuance of rules, regulations, notifications, orders or directives on 
issuance and offering of virtual tokens and virtual asset businesses;
(b) the determination of fees for an application of a license or permit, granting 
of a license or permit, application for a permission, granting of a permission, filing of 
registration statements for offering of virtual tokens, filing of annual registration 
statements, other applications or undertaking of businesses under a license, license or 
permission;
(c) the prescription of criteria as a guideline for the consideration to address any 
potential issues which may arise from the enforcement of this Act;
(d) any other activities to be implemented, in accordance with this Act.
SEC. 9. Disclosure of Information. - To protect public interest or investors, the 
SEC shall have the duty to disclose the information relating to any violation and penalty 
imposed on such person who commits an offence under this Act, including any other 
information obtained in the performance of duties under this Act.
SEC. 10. License to Operate E-money Issuers. - Only the BSP shall issue a license 
to operate E-money Issuers. Any natural or juridical person may obtain a license to 
operate E-money Issuers by filing an Application for Registration and Notarized Deeds 
of Undertaking to the BSP. The BSP shall issue the corresponding license upon 
fulfillment of the registration requirements. The E-money issuer shall commence 
operations within three (3) months from the date of issuance of the license. The E- 
money Issuer should register with the Anti-Money Laundering Council Secretariat 
(AMLCS) within thirty (30) calendar days from the actual commencement of business 
operations.


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SEC. 11. License to Offer Virtual Tokens. - Only the SEC shall issue a license to
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offer newly issued virtual tokens to the public. Any natural or juridical person may obtain
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a license to offer virtual tokens by filing a registration statement and a draft prospectus
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to the SEC. The offeror of virtual tokens shall prepare and submit the following
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information to the SEC: (a) reports concerning the results of business operation and the
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financial conditions; (b) any information which may affect the rights and interests of
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virtual token holders or the decision-making on investment or the change in the price
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or value of virtual token. The SEC shall have the power to specify in a notification the
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categories of virtual tokens or the characteristics of the offering of virtual tokens which
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shall be exempt from the requirement to submit a filing of the registration statement
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for an offering of virtual tokens and the draft prospectus under this Section.
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SEC. 12. License to Operate Virtual Asset Business. - Only the SEC shall issue a
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license to operate a virtual business. The application for the license and the issuance of
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the license shall be in accordance with the rules, procedures and conditions as specified
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by the SEC and is subject to payment of the application and license fees. In operating
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virtual asset business, a business operator shall comply with the rules, procedures and
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conditions as specified by the SEC, taking into account the following matters:
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(a) sufficient financial resources for the conduct of and risks associated with its
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operations;
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(b) safety of its clients' assets;
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(c) security measures against electronic crime, which are capable of protecting
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the computer system and computer data as well as the management of risks associated
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with crime or other causes;
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(d) appropriate accounting systems for the business and auditing by the auditor
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approved by the SEC;
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(e) know-your-client measures, client due diligence process and measures
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against financial assistance to terrorists or money laundering.
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Where it is necessary to maintain the economic and financial stability of the
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country, or to protect the public interest, the SEC shall have the power to specify
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conditions with which the licensed business operator shall be required to comply in
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operating the virtual asset business. Any virtual asset business operator who has
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operated a virtual asset business prior to the date on which this Act come into force
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and whose business requires a license under this Act shall submit an application for the
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license as prescribed in this Act within ninety (90) days from the date on which this Act
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comes into force if it intends to continue to operate the business. Upon submission of
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the application for the iicense, such operator may continue to operate such business
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until the application is rejected.


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SEC. 13. Cessation of Virtual Asset Business. - Any virtual asset business 
operator who wishes to cease operating a virtual asset business for which it has been 
granted a license shall apply for an approval to cease its business operations from the 
SEC. In granting the approval, the SEC may specify any conditions. If any virtual asset 
business operator has ceased its business operations, it shall complete the purchase, 
sale or exchange of virtual assets, settlement and delivery of any outstanding 
transaction. If it appears that a virtual asset business operator does not operate the 
virtual asset business for which it has been granted a license within the period specified 
by the SEC or suspends its operations for a period of time which is longer than those 
specified by the SEC, the SEC shall have the power to revoke the license of such 
operator.
SEC. 14. Regulation of Virtual Asset Business. - If it appears that the financial 
condition or operations of a virtual asset business operator is in such condition which 
may cause damage to the public, or a virtual asset business operator violates or fails to 
comply with the prescribed rules, procedures and conditions, the SEC may order the 
virtual asset business operator to rectify it within the specified period of time. If the 
virtual asset business operator fails to comply, the SEC may order the virtual asset 
business operator to temporarily suspend its operations either in whole or in part within 
the specified period of time for the rectification. In this regard, the SEC may also specify 
any condition to be complied with by the virtual asset business operator for the purpose 
of rectifying the financial conditions or operations of such virtual asset business 
operator. If the virtual asset business operator fails to comply, or in the case of repeated 
non-compliance, the SEC may consider revoking its license. In this regard the SEC, may 
order the virtual asset business operator whose license is revoked to take any action to 
protect the interest of its clients.
SEC. 15. Revocation of License to Operate Virtual Asset Business. - Where there 
is evidence that the financial condition or operations of any virtual asset business 
operator is in such condition which may cause serious damage to the public and such 
business operator is unable to rectify its financial condition or operations, the SEC shall 
have the power to revoke its license. In this regard, the SEC may order the virtual asset 
business operator whose license is revoked to take any action to protect the interest of 
its clients.
SEC. 16. Protection of Virtual Asset Clients. - No virtual token business operator 
in the category of virtual asset broker, including its staff members or employees who 
are aware or in possession of information related to any order for purchase or sale of


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any virtual assets or derivatives related to such virtual assets of any client of such 
business operator, shall take any of the following actions, either for their own benefit 
or for the benefit of any other persons, in any manner that is likely to cause a 
disadvantage to the client:
(a) placing, modifying, or cancelling an order for purchase or sale of virtual assets 
or derivatives related to such virtual assets by taking advantage of doing so before the 
order of such client is completely executed;
(b) disclosing information related to the order of such client to any other person 
where they know or ought to know that such other person would rely on such 
information in placing, modifying or cancelling any order for purchase or sale of virtual 
assets or derivatives related to such virtual assets before the order of such client is 
completely executed.
SEC. 17. Penalty Clause. - Any virtual token offeror who falls to comply with 
Section 10 and/or 11, or contravenes or fails to comply with the rules, procedures and 
conditions issued in accordance with Section 10 and/or 11, shall be liable to 
imprisonment for a term not exceeding two years or a fine not exceeding five hundred 
thousand pesos (Php 500,000.00) and a further daily fine not exceeding three thousand 
pesos (Php 3,000.00) for every day during which the contravention continues.
Any person who makes a false statement or conceals any fact which should have 
been disclosed in the registration statement for an offering of virtual tokens and draft 
prospectus pursuant to Section 10 and/or 11, shall be liable to imprisonment for a term 
not exceeding five years and a fine not less than five hundred thousand pesos (Php 
500,000.00).
Any virtual token offeror who contravenes or falls to comply with Section 12 and 
Section 14 shall be liable to a fine not exceeding three hundred thousand pesos (Php 
300,000.00) and a further daily fine not exceeding ten thousand pesos (Php 10,000,00) 
for every day during which the contravention continues.
SEC. 18. Implementing Rules and Regulations. - The SEC and the BSP shall, 
within sixty (60) days after the effectivity of this Act, formulate the necessary rules and 
regulations for its effective implementation.
SEC. 19. Separability Clause. - Should any provision of this Act be declared 
invalid or unconstitutional, the validity of the other provisions shall not be affected 
thereby.


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SEC. 20. Repealing Clause. - All laws, orders, issuances, rules and regulations 
or parts thereof inconsistent with the provisions of the Act are hereby repealed, 
amended or modified accordingly.
SEC. 21. Effectivity. - This Act shall take effect fifteen (15) days after its 
publication in the Official Gazette or in a newspaper of general circulation.
Approved,