Republic of the Philippines 
HOUSE OF REPRESENTATIVES 
Quezon City, Metro Manila 
TWEENTIETH CONGRESS 
First Regular Session 
HOUSE BILL NO. _____ 
Introduced by Representative MA. VICTORIA CO-PILAR 
EXPLANATORY NOTE 
The warehouse receipt is an essential instrument in the commerce of goods. 
It serves as proof of ownership, facilitates the transfer of title, and supports credit 
and financing transactions. The current law governing warehouse receipts in the 
Philippines is Act No. 2137, enacted in 1912—more than a century ago. While it 
was a pioneering measure during its time, the evolution of commerce, technology, 
and logistics has rendered many of its provisions outdated and inadequate to 
address the complex realities of modern trade and supply chains. 
The Revised Warehouse Receipts Law of the Philippines seeks to 
modernize and harmonize our legal framework on warehouse receipts with 
international best practices, enhance transparency and accountability in 
warehousing operations, and facilitate the use of warehouse receipts as negotiable 
instruments in financial and commercial transactions. 
Specifically, the bill aims to: 
•
Clearly define and classify warehouse receipts into negotiable and non-
negotiable receipts, incorporating safeguards to protect the rights of
depositors, holders, and warehouse operators;
•
Recognize and regulate electronic warehouse receipts (EWRs) to
promote digitalization and reduce transaction costs and inefficiencies;
•
Establish standards for licensed warehouses and warehouse operators,
including registration, insurance, and inspection mechanisms;
•
Provide a clear legal framework for the transfer, negotiation, and
enforcement of rights under warehouse receipts to improve access to
credit, particularly for small and medium enterprises (SMEs) and
agricultural producers;
July 24, 2025
4:34 pm
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•
Introduce penalties and remedies for fraudulent, negligent, or abusive
practices by warehouse operators or other parties;
•
Strengthen the role of regulatory agencies such as the Department of
Trade and Industry (DTI) or other designated authorities in the
supervision of warehousing activities.
By updating our century-old law, this measure will contribute to the 
development of a more efficient, transparent, and secure warehousing system. It 
will also help unlock the potential of warehouse receipts as tools for inventory 
financing and trade facilitation—critical for supporting farmers, cooperatives, 
traders, manufacturers, and exporters. 
In the 19th Congress, this bill was authored by Representative Jurdin Jesus 
M. Romualdo and was approved on third and final reading.
In view of the foregoing, the immediate passage of this bill is earnestly 
sought. 


Republic of the Philippines 
HOUSE OF REPRESENTATIVES 
Quezon City, Metro Manila 
TWEENTIETH CONGRESS 
First Regular Session 
HOUSE BILL NO. _____ 
Introduced by Representative MA. VICTORIA CO-PILAR 
AN ACT 
PROVIDING FOR THE REVISED WAREHOUSE RECEIPTS LAW OF THE 
PHILIPPINES 
Be it enacted by the Senate and House of Representatives of the Philippines in Congress 
assembled: 
Section 1. Short Title – This Act shall be known as the “Revised Warehouse 
1 
Receipts Law of the Philippines”. 
2 
3 
Sec 2. Declaration of Policy – It is the policy of the State to promote 
4 
economic activity by increasing access, particularly for entities engaged in 
5 
agricultural businesses, such as farming, to least cost credit by establishing a 
6 
simplified, unified, and modern framework for the storage of goods in warehouses 
7 
and the subsequent trading of interests therein. 
8 
9 
Sec 3. Definition of Terms. – As used in this Act: 
10 
(a) Action refers to a counterclaim, set-off, or suit in equity as provided by
11 
law;
12 
(b) Delivery refers to the voluntary transfer of control from one person to
13 
another;
14 
(c) Deposit  refers  to  the  act  of  transferring  actual  possession  of  goods
15 
to  a warehouse operator;
16 
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(d) Electronic warehouse  receipt  refers  to a warehouse receipt in electronic  
1 
or digital form; 
2 
(e) Goods refer to chattel or merchandise in storage or which have been or 
3 
are about to be stored;  
4 
(f) Good faith refers to an abstract or comprehensive term that 
5 
encompasses a sincere belief or motive without any malice or the desire 
6 
to defraud others, whether it be done negligently or not; 
7 
(g) Guarantee refers to a guarantee specifically issued by the Philippine 
8 
Guarantee Corporation; 
9 
(h) Holder of a receipt refers to a person who has both constructive 
10 
possession of such receipt and a right of property therein; 
11 
(i) Insurance refers to any form of insurance, whether obtained from a 
12 
public or private entity, within the meaning of the Insurance Code of 
13 
the Philippines; 
14 
(j) Modern refers to the adaptation and utilization of modern technology, 
15 
including Blockchain technology; 
16 
(k) Negotiable receipt refers to a receipt in which it is stated that the goods 
17 
received will be delivered to the bearer or to the order of any person 
18 
named in such receipt; 
19 
(l) Non-Negotiable Receipt refers to a receipt in which it is stated that the 
20 
goods received will be delivered to the depositor or to any other 
21 
specified person; 
22 
(m) 
Order refers to an order by indorsement on the receipt; 
23 
(n) Owner refers to one who has the right of possession of a warehouse 
24 
receipt but does not include a mortgagee; 
25 
(o) Person refers to both natural and juridical persons; 
26 
(p) Purchase refers to the act of acquiring a warehouse receipt in the form 
27 
of mortgage or pledge; 
28 
(q) Registry refers to the Electronic Warehouse Receipts Registry; 
29 
(r) Release order refers to a written instrument issued by the owner of a 
30 
receipt directing a warehouse operator to release his goods to a specific 
31 
person; 
32 
(s) Value refers to any consideration sufficient to support a simple contract. 
33 
An antecedent  or  pre-existing  obligation,  whether  for  money  or  not,  
34 


 
constitutes value  where  a  receipt  is  taken  either  in  satisfaction  
1 
thereof  or  as  security therefor; 
2 
(t) Warehouse refers to a place that houses goods intended to be used for 
3 
trading or financing within the territory of the Philippines operated and 
4 
maintained by a warehouse operator; 
5 
(u) Warehouse  operator  refers to a person lawfully engaged in the business 
6 
of housing goods intended to be used for trading or financing and duly 
7 
authorized under this Act; 
8 
(v) Warehouse  receipt  or  receipt  refers  to  a  document  issued  by  a  
9 
warehouse operator in accordance with Section 5 of this Act; and 
10 
(w)Writing refers to written documents or records, including electronic 
11 
records. 
12 
 
13 
Sec 4. Person Who May Issue Receipts. – Warehouse receipts may only be 
14 
issued by a duly accredited warehouse operator 
15 
 
16 
Sec 5. Form of Receipts. – Every warehouse receipt must contain the 
17 
following information: 
18 
(a) Location of the warehouse where the goods are stored; 
19 
(b) Date of the issue of the receipt; 
20 
(c) Consecutive number of the receipt; 
21 
(d) Statement whether the goods received will be delivered to the bearer, to 
22 
a specified person, or to a specified person or order; 
23 
(e) Amount up to which the goods covered by the receipt are insured, and 
24 
the name of the insuring entity; 
25 
(f) Rate of storage charges; 
26 
(g) Description of the goods or of the packages containing them; 
27 
(h) Signature of the warehouse operator, which may be made by an 
28 
authorized agent; 
29 
(i) Fact of ownership if the receipt is issued for goods of which the 
30 
warehouse operator is owner, either solely, jointly, or in common with 
31 
others; and 
32 
(j) Statement  of  the  amount  of  advances  made  and  of  liabilities  
33 
incurred  for which the warehouse operator claims a lien. If the precise 
34 
amount of such advances made or of such liabilities incurred is, at the 
35 


 
time of the issue of receipt, unknown to the warehouse operator or to 
1 
the agent who issues it, a statement of the fact that advances have been 
2 
made or liabilities incurred and the purpose thereof is sufficient. 
3 
A warehouse operator shall be liable to any person injured thereby for all 
4 
damages caused by the omission from a warehouse receipt of any of th terms 
5 
herein required. 
6 
 
7 
Sec 6. Permissible Insertions. – A warehouse operator may insert in a receipt 
8 
any other terms and conditions: Provided, That such terms and conditions shall 
9 
not: 
10 
(a) Be contrary to the provisions of this Act; or 
11 
(b) In  any  way  impair  the  obligation  to  exercise  that  degree  of  care  in  
12 
the safekeeping of the goods entrusted which a reasonably careful 
13 
person would exercise in regard to similar goods one owns. 
14 
 
15 
No provision shall be inserted in a negotiable receipt that it is non-
16 
negotiable. Such a provision, if inserted, shall be void. 
17 
 
18 
Sec 7. Failure to Mark “Non-Negotiable” or “Not Negotiable”. – A 
19 
warehouse operator shall clearly indicate or mark on the face of a non-negotiable 
20 
receipt that it is “non-negotiable” or “not negotiable”. In the absence of such 
21 
marking, the receipt shall be deemed negotiable. 
22 
 
23 
This  section  shall  not  apply,  however,  to  letters,  memoranda,  or  written 
24 
acknowledgment of an informal character. 
25 
 
26 
CHAPTER II 
27 
ELECTRONIC WAREHOUSE RECEIPTS REGISTRY 
28 
 
29 
Sec 8. Electronic Warehouse Receipts Registry. – The Securities and 
30 
Exchange Commission (SEC) is hereby tasked with creating and maintaining a 
31 
modern, online, centralized, and nationwide Registry where all electronic 
32 
warehouse receipts can be registered and  accessed,  as  well  as  rules  and  
33 
regulations  pertaining  specifically  to registration  and  cancellation  of  electronic  
34 


 
warehouse  receipts.  The  SEC  is  likewise authorized to engage the services of 
1 
third parties in creating and maintaining the Registry. 
2 
 
3 
Sec 9. Local Sub-Registry. – In addition to the Registry created and 
4 
maintained by the SEC, all warehouses must establish and maintain a Sub-
5 
Registry specifically for goods  deposited  therein.  Failure  of  a  warehouse  to  
6 
keep  a  Sub-Registry  in  the warehouse, as well as any fraud committed thereon, 
7 
shall be grounds for the revocation of a warehouse’s accreditation. 
8 
 
9 
Sec 10. Transferability of Receipts. – All warehouse receipts, regardless of 
10 
what is stated upon their face, are transferable at the option of the holder. 
11 
 
12 
Sect 11. Collateralization of Receipts. – All warehouse receipts, regardless 
13 
of what is stated upon their face, may be collateralized in accordance with 
14 
Republic Act No. 11057, otherwise known as the Personal Property Security Act. 
15 
 
16 
Sec 12. Guarantee on All Warehouse Receipts Securing Financial 
17 
Obligations. - Upon the establishment and operationalization of the Registry, the 
18 
Philippine Guarantee Corporation (PhilGuarantee), 
in accordance with its 
19 
consolidate mandate under Executive Order No. 58, Series of 2018, and to the 
20 
extent allowed by the provisions of applicable laws, may provide guarantee on 
21 
eligible loans secured by warehouse receipts or the goods evidenced thereby. 
22 
 
23 
CHAPTER III 
24 
ACCREDITATION 
25 
 
26 
Sec 13. Role of the SEC. – The SEC shall be the primary regulatory body in 
27 
charge of all matters related to warehouse receipts, including accreditation of 
28 
warehouse operators and warehouses. While the SEC may consult with other 
29 
regulatory bodies including the Department of Trade and Industry, the 
30 
Department of Finance, and the Department of Agriculture, warehousing experts, 
31 
and other organizations that are representatives of a particular sector, the SEC 
32 
shall, at all times, be the lead agency in ensuring the successful implementation of 
33 
this Act:  Provided, That the regulatory bodies,  warehousing  experts,  and  other  
34 


 
organization  representative  of  a  particular sector shall only be consulted on 
1 
goods, crops, and practices they are familiar with. 
2 
 
3 
SEC. 14. Warehousing  Experts.  –  The SEC  is authorized to issue rules and 
4 
regulations in order to determine who shall qualify as warehousing experts. 
5 
Warehousing experts must be persons knowledgeable and with actual experience 
6 
in operating  and  maintaining  warehouses  in  accordance  with  globally  accepted  
7 
best practices in warehousing. 
8 
 
9 
SEC. 15. Functions and Responsibilities of the SEC as Accrediting Agency. 
10 
– As the accrediting entity, the SEC shall have the following functions and 
11 
responsibilities: 
12 
 
13 
(a) Institute and operationalize a system of accreditation for warehouse 
14 
operators: Provided, That the criteria for accreditation shall include sound 
15 
and measurable standards relating to the ability and capacity to handle the 
16 
storage of goods and the maintenance of the Sub-Registry; 
17 
(b) Issue a certificate of accreditation to qualified warehouse operators and 
18 
warehouses upon determination that the requirements and criteria set for 
19 
this purpose have been fully satisfied: Provided, That the certificate of 
20 
accreditation shall be valid only for such period as may be prescribed under 
21 
the implementing rules and regulations of this Act; 
22 
(c) Monitor the performance of warehouse operators to ensure continuing 
23 
compliance  with  the  provisions  of  this  Act  and  its  implementing  rules  
24 
and regulations; 
25 
(d) Suspend or revoke any certificate of accreditation upon due determination 
26 
that a warehouse operator no longer meets the criteria for accreditation; 
27 
(e) Require regular submission of reports by warehouse operators; 
28 
(f) Collect reasonable accreditation and monitoring fees from warehouse 
29 
operators which shall be used for operational requirements; 
30 
(g) Submit an annual report to the President of the Philippines and the 
31 
concerned committees of both Houses of Congress of the Philippines; and 
32 
(h) Perform such other functions as may be necessary to accomplish the 
33 
purposes and objectives of this Act in relation to warehouse operators and 
34 
warehouses. 
35 


 
 
1 
SEC.  16.  Accreditation  of  Warehouse  Operators.  –  All  warehouse 
2 
operators issuing warehouse receipts to be used for  purposes other than 
3 
mere storage and facilitation of logistics are hereby required to seek the 
4 
accreditation of the SEC. The SEC shall create rules and regulations to facilitate 
5 
the accreditation of warehouse operators. All warehouse operators who are 
6 
not accredited with the SEC are prohibited from issuing warehouse receipts. 
7 
SEC. 17. Screening Process for Warehouse Operators. – To ensure the credibility 
8 
and integrity of warehouse operators, the SEC is hereby authorized to create a 
9 
screening process for warehouse operators, which may include the administration 
10 
of written examinations. The SEC shall coordinate with other governmental bodies 
11 
in order to create a viable screening process for warehouse operators. 
12 
 
13 
SEC. 18. Warehouse Operator’s Bond. – Prior to the operation of the warehouse, 
14 
a warehouse operator must post a bond to answer for any liabilities the warehouse 
15 
operator may have in the operation of the warehouse during the effectivity of its 
16 
accreditation. The SEC is hereby ordered and authorized to come up with rules and 
17 
regulations concerning the warehouse operator’s bond. 
18 
 
19 
SEC. 19. Mandatory Insurance. – A warehouse operator shall produce insurance 
20 
coverage for his, her or its business and the warehouse or warehouses the 
21 
warehouse operator shall operate. No warehouse operator shall be accredited by 
22 
the SEC unless the warehouse operator is able to comply with this requirement. The 
23 
SEC shall issue the appropriate guidelines for the mandatory insurance coverage 
24 
requirement which shall include the minimum insurance requirements for 
25 
warehouses and warehouse operators: Provided, That the minimum insurance 
26 
requirements are in accordance with globally accepted best practices for warehouse 
27 
and warehouse operators. 
28 
 
29 
SEC. 20. Effect of Lapse or Absence of Insurance. – The SEC may revoke the 
30 
accreditation  of  any  warehouse  operator  that  is  found  to  be  operating  without 
31 
appropriate insurance coverage or with lapsed insurance policy, or whose 
32 
warehouses are found to be operating without a current insurance coverage. 
33 
 
34 
CHAPTER IV 
35 


 
OBLIGATIONS AND RIGHTS OF WAREHOUSE OPERATORS UPON 
1 
THEIR RECEIPTS 
2 
 
3 
SEC. 21. Obligation of a Warehouse Operator to Deliver Goods. – A warehouse 
4 
operator, in the absence of a lawful defense provided by this Act, is bound to deliver 
5 
the goods upon a demand made either by the holder of a receipt for the goods or by 
6 
the depositor if such demand is accompanied with: 
7 
(a) An offer to satisfy the warehouse operator’s lien, if applicable; 
8 
(b) A written offer to surrender control of the receipt and perform all actions 
9 
necessary to surrender said control; and 
10 
(c) A readiness and willingness to sign an acknowledgement that the goods 
11 
have been delivered, if such signature is requested by the warehouse 
12 
operator. 
13 
 
14 
In case the warehouse operator refuses or fails to deliver the goods in 
15 
compliance with a demand by the holder or depositor, the burden shall be upon the 
16 
warehouse operator to establish the existence of a lawful defense for such refusal. 
17 
 
18 
SEC. 22. Justification of Warehouse Operator in Delivering Goods. – 
A 
19 
warehouse operator is justified in delivering the goods to one who is: 
20 
(a) The person lawfully entitled to the possession of the goods, or one’s agent; 
21 
(b) A person who is either entitled to delivery by the terms of a non-negotiable 
22 
receipt issued for the goods, or who has written authority from the person so 
23 
entitled; or 
24 
(c) A person in control of a negotiable receipt by the terms of which the goods 
25 
are deliverable,  indorsed  to,  or  in  blank  by  the  person  to  whom  delivery  
26 
was promised by the terms of the receipt or by the immediate indorser. 
27 
 
28 
SEC. 23. Warehouse Operator’s Liability for Misdelivery of Goods. – Where a 
29 
warehouse operator delivers the goods to one who is not lawfully entitled to the 
30 
possession of them, the warehouse operator shall be liable to all persons having a 
31 
right of the property or possession of the goods, unless the warehouse operator had: 
32 
(a) been requested by, or on behalf of the person lawfully entitled to a right of 
33 
property or possession of goods, not to make such delivery; or (b) received verified 
34 


 
information that the delivery about to be made was to one who is not lawfully 
1 
entitled to the possession of the goods. 
2 
 
3 
SEC. 24. Negotiable Receipt Must be Cancelled for Complete Delivery of Goods. 
4 
– Except as  otherwise  provided in this Act, a warehouse operator  must cancel a 
5 
negotiable receipt once  the  goods  are  completely  delivered.  Failing to do so,  the 
6 
warehouse operator shall be liable to any person who purchases in good faith such 
7 
receipt for failure to deliver the goods to the purchaser, whether the purchaser 
8 
acquired title to the receipt before or after the delivery of the goods by the 
9 
warehouse operator. 
10 
SEC. 25. Negotiable Receipts Must be Marked for Partial Delivery of Goods. – 
11 
Except as otherwise provided in this Act, a warehouse operator must mark a 
12 
negotiable receipt when only a part of the goods are delivered. Failing to do so, the 
13 
warehouse operator shall be liable to anyone who purchases in good faith such 
14 
receipt, whether such purchaser acquired title to the receipt before or after the 
15 
delivery of any portion of the goods by the warehouse operator. 
16 
 
17 
SEC. 26. Altered Receipts. – The alteration of a receipt shall not excuse the 
18 
warehouse operator who issued it from any liability if such alteration was: 
19 
(a) Immaterial; 
20 
(b) Authorized; or 
21 
(c) Made without fraudulent intent. 
22 
 
23 
If the alteration was authorized, the warehouse operator shall be liable according 
24 
to the terms of the receipt as altered. If the alteration was unauthorized but made 
25 
without fraudulent intent, the warehouse operator shall be liable according to the 
26 
terms of the receipt as they were before alteration. 
27 
 
28 
Material and fraudulent alteration of a receipt shall not excuse the warehouse 
29 
operator who issued it from liability to deliver, according to the terms of the receipt 
30 
as originally  issued,  the  goods  for  which  it  was  issued:  Provided,  however,  
31 
That  the warehouse operator shall be excused from any other liability. 
32 
 
33 
SEC. 27. Warehouse Operator Cannot Have Title or Right to the Possession of 
34 
Goods. – A warehouse operator shall have no title or right to the possession of 
35 


 
goods, unless such title or right is derived directly or indirectly from a transfer made 
1 
by the depositor at the time of, or subsequent to, the deposit  for storage, or from the 
2 
warehouse operator’s lien. A warehouse operator cannot be excused from liability 
3 
for refusing to deliver the goods according to the terms of the receipt. 
4 
 
5 
SEC. 28. Interpleader of Adverse Claimants. – If more than one person claims 
6 
the title or possession of the goods, the warehouse operator may, either as a defense 
7 
to an action brought against him, her or it for non-delivery of the goods or as an 
8 
original suit, whichever is appropriate, require all known claimants to interplead. 
9 
 
10 
SEC. 29. Warehouse Operator Has Reasonable Time to Determine Validity of 
11 
Claims. – If a person other than the depositor or person claiming under him, her or 
12 
it has a claim to the title or possession of goods, and the warehouse operator has 
13 
information of such claim, the warehouse operator shall be excused from liability 
14 
for refusing to deliver the goods, either to the depositor or person claiming under 
15 
him, her or it to the adverse claimant until the warehouse operator has had a 
16 
reasonable time to ascertain the validity of the adverse claim or to bring legal 
17 
proceedings to compel claimants to interplead. 
18 
 
19 
SEC. 30. Adverse Title is No Defense Except as Provided in This Act. – Except as 
20 
provided in this Act, no right or title of a third person shall be a defense to an action 
21 
brought by the depositor or person claiming under him, her or it against the 
22 
warehouse operator for failure to deliver the goods according to the terms of the 
23 
receipt. 
24 
 
25 
SEC. 31. Liability for Nonexistence or Misdescription of Goods. – A warehouse 
26 
operator  shall  be  liable  to  the  holder  of  a  receipt  for  damages  caused  by  the 
27 
nonexistence of the goods or by the failure of the goods to correspond with the 
28 
description thereof in the receipt at the time of its issue. If, however, the goods are 
29 
described in a receipt merely by a statement of marks or labels upon them or upon 
30 
packages containing them or by a statement that the goods are said to be goods of a 
31 
certain kind or that the packages containing the goods are said to contain goods of 
32 
a certain kind or by words of like purport, such statements, if true, shall not make 
33 
liable the warehouse operator issuing the receipt, although the goods are not of the 
34 


 
kind which the marks or labels upon them indicate or of the kind they were said to 
1 
be by the depositor. 
2 
 
3 
SEC. 32. Liability for Care of Goods. – A warehouse operator shall be liable for 
4 
any loss or injury to the goods caused by his, her or its failure to exercise such care 
5 
in regard to them as reasonably vigilant owner of similar goods would exercise, but 
6 
the warehouse operator shall not be liable, in the absence of an agreement to the 
7 
contrary, for any loss or injury to the goods which could not have been avoided by 
8 
the exercise of such care. 
9 
 
10 
SEC. 33. Goods Must be Kept Separate. – Except as provided in the following 
11 
section, a warehouse operator shall keep the goods so far separate from goods of 
12 
other depositors and from other goods of the same depositor for which a separate 
13 
receipt has been issued, as to permit at all times the identification and redelivery of 
14 
the goods deposited. 
15 
 
16 
SEC. 34. Fungible Goods May Be Commingled if Warehouse Operator 
17 
Authorized. – If authorized by agreement or by custom, a warehouse operator may 
18 
mingle fungible goods with other goods of the same kind and grade. In such case, 
19 
the various depositors of the mingled goods shall own the entire mass in common 
20 
and each depositor shall be entitled to such portion thereof as the amount deposited 
21 
by him, her or it bears to the whole. 
22 
 
23 
SEC. 35. Liability of Warehouse Operator to Depositors of Commingled Goods 
24 
.– The warehouse operator shall be severally liable to each depositor for the care and 
25 
redelivery of his, her or its share of such mass to the same extent and under the same 
26 
circumstances as if the goods had been kept separate. 
27 
 
28 
SEC. 36. Attachment or Levy upon Goods for which a Negotiable Receipt Has 
29 
Been Issued. – If goods are delivered to a warehouse operator by the owner or by a 
30 
person whose act in conveying the title to them to a purchaser in good faith for value 
31 
would bind the  owner,  and  a  negotiable  receipt  is  issued for  them,  they  cannot 
32 
thereafter,  while  in  the  possession  of  the  warehouse  operator,  be  attached  by 
33 
garnishment or otherwise, or be levied upon under an execution unless the receipt 
34 
be first surrendered to the warehouse operator or its negotiation enjoined. The 
35 


 
warehouse operator shall, in no case, be compelled to deliver the actual possession 
1 
of the goods until the receipt is surrendered to the warehouse operator or 
2 
impounded by the court. 
3 
 
4 
SEC. 37. Creditor’s Remedies to Reach Negotiable Receipts. – A creditor whose 
5 
debtor is the owner of a negotiable receipt shall be entitled to such aid from courts 
6 
of appropriate jurisdiction, by injunction and otherwise, in attaching such receipt or 
7 
in satisfying the claim by means thereof as is allowed by law or in equity within the 
8 
jurisdiction of the Philippines in regard to property which cannot readily be 
9 
attached or levied upon by ordinary legal process. 
10 
 
11 
SEC. 38. What Claims Are Included in the Warehouse Operator’s Lien. – Subject 
12 
to the provisions of this Act, a warehouse operator shall have a lien on goods 
13 
deposited or on the proceeds thereof in his, her or its hand;  for all lawful charges 
14 
for storage and preservation of the goods; for all lawful claims for money advanced, 
15 
interest, insurance, transportation, labor, weighing, coopering and other charges 
16 
and expenses in relation to such goods; for all reasonable charges and expenses for 
17 
notice, and advertisements of sale; and for sale of the goods where default had been 
18 
made in satisfying the warehouse operator’s lien. 
19 
 
20 
SEC.  39.  Against  What  Property  the  Warehouse  Operator’s  Lien  May  be 
21 
Enforced. – Subject to the provisions of this Act, a warehouse operator’s lien may be 
22 
enforced: 
23 
(a) Against all goods, whenever deposited, belonging to the person who is liable 
24 
as debtor for the claims in regard to which the lien is asserted; and 
25 
(b) Against all goods belonging to others which have been deposited at any time 
26 
by the person who is liable as debtor for the claims in regard to which the 
27 
lien is asserted if such person had been so entrusted with the possession of 
28 
goods that a pledge of the same by him, her or it at the time of the deposit to 
29 
one who took the goods in good faith for value would have been valid. 
30 
 
31 
SEC. 40. How Warehouse Operator’s Lien May be Lost. – A warehouse 
32 
operator loses his, her or its lien upon goods: 
33 
(a) By surrendering possession thereof; or 
34 


 
(b) By refusing to deliver the goods when a demand is made with which the 
1 
warehouse operator is bound to comply under the provisions of this Act. 
2 
 
3 
SEC. 41. Negotiable Receipts Must State Charges for Which the Lien is 
4 
Claimed. – If a negotiable receipt is issued for goods, the warehouse operator shall 
5 
have no lien thereon except for charges for storage of goods subsequent to the date 
6 
of the receipt unless the receipt expressly enumerated other charges for which a lien 
7 
is claimed.  In such case, there shall be a lien for the charges enumerated so far as 
8 
they are within the terms of Section 25 although the amount of the charges so 
9 
enumerated is not stated in the receipt. 
10 
 
11 
SEC. 42. Warehouse Operator Need Not Deliver until Lien is Satisfied. – A 
12 
warehouse operator having a lien valid against the person demanding the goods 
13 
may refuse to deliver the goods to him, her or it until the lien is satisfied. 
14 
 
15 
SEC. 43. Warehouse Operator’s Lien Does Not Preclude Other Remedies. – 
16 
Whether a warehouse operator has or has not a lien upon the goods, the warehouse 
17 
operator is entitled to all remedies allowed by law to a creditor against a debtor for 
18 
the collection from the depositor of all charges and advances which the depositor 
19 
has expressly or impliedly contracted with the warehouseman to pay. 
20 
 
21 
SEC. 44. Satisfaction of Lien by Sale. – A warehouse operator’s lien for a claim 
22 
which has become due may be satisfied as follows: 
23 
(a) An itemized statement of the warehouse operator’s claim, showing the 
24 
sum due at the time of the notice and the date or dates when it becomes 
25 
due; 
26 
(b) A brief description of the goods against which the lien exists; 
27 
(c) A demand that the amount of the claim as stated in the notice of such 
28 
further claim as shall accrue, shall be paid on or before a day mentioned, 
29 
not less than ten (10) days from the delivery of the notice if it is personally 
30 
delivered, or from the time when the notice shall reach its destination, 
31 
according to the due course of post, if the notice is sent by mail; and 
32 
(d) A statement that unless the claim is paid within the time specified, the 
33 
goods will be advertised for sale and sold by auction at a specified time 
34 
and place. 
35 


 
 
1 
In accordance with the terms of a notice so given, a sale of the goods by auction 
2 
may  be  had  to satisfy  any  valid claim of  the warehouse  operator  for  which  the 
3 
warehouse operator has a lien on the goods. The sale shall be had in the place where 
4 
the lien was acquired, or, if such place is manifestly unsuitable for the purpose of 
5 
the claim specified in the notice to the depositor has elapsed, and advertisement of 
6 
the sale, describing the goods to be sold, and stating the name of the owner or person 
7 
on whose account the goods are held, and the time and place of the sale, shall be 
8 
published once a week for two (2) consecutive weeks in a newspaper published in 
9 
the place where such sale is to be held. The sale shall not be held less than fifteen 
10 
(15) days from the time of the first publication. If there is no newspaper published 
11 
in such place, the advertisement shall be posted at least ten (10) days before such 
12 
sale in not less than six (6) conspicuous places therein. 
13 
 
14 
From the proceeds of such sale, the warehouse operator shall satisfy his, her 
15 
or its lien including the reasonable charges of notice, advertisement and sale.  The 
16 
balance, if any, of such proceeds shall be held by the warehouse operator and 
17 
delivered on to the person to whom the warehouse operator would have been 
18 
bound to deliver or justified in delivering goods. 
19 
 
20 
At any time before the goods are so sold, any person claiming a right of 
21 
property or possession therein may pay the warehouse operator the amount 
22 
necessary to satisfy his, her or its lien and to pay the reasonable expenses and 
23 
liabilities incurred in serving notices and advertising and preparing for the sale up 
24 
to the time of such payment. The warehouse operator shall deliver the goods to the 
25 
person making payment if the warehouse operator is a person entitled, under the 
26 
provisions of this Act, to the possession of the goods on payment of charges thereon.  
27 
Otherwise, the warehouse operator shall retain the possession of the goods 
28 
according to the terms of the original contract of deposit. 
29 
 
30 
SEC. 45. Perishable and Hazardous Goods. – If goods are of a perishable 
31 
nature, or by keeping will deteriorate greatly in value, or, by their order, leakage, 
32 
inflammability, or explosive nature, will be liable to injure other property, the 
33 
warehouse operator may give such notice to the owner or to the person in whose 
34 
names the goods are stored, as is reasonable and possible under the circumstances, 
35 


 
to satisfy the lien upon such goods and to remove them from the warehouse and in 
1 
the event of the failure of such person to satisfy the lien and to receive the goods 
2 
within the time so specified, the warehouse operator  may  sell  the  goods  at  public  
3 
or  private  sale  without  advertising.  If  the warehouse  operator,  after  a  
4 
reasonable  effort,  is  unable  to  sell  such  goods,  the warehouse operator may 
5 
dispose of them in any lawful manner and shall incur no liability by reason thereof. 
6 
 
7 
The proceeds of any sale made under the terms of this section shall be disposed 
8 
of in the same way as the proceeds of sales made under the terms of the preceding 
9 
section. 
10 
 
11 
SEC. 46. Other Methods of Enforcing Lien. – The remedy for enforcing a lien 
12 
herein  provided  does  not  preclude  any  other  remedies  allowed  by  law  for  the 
13 
enforcement of a lien against personal property nor bar the right to recover so much 
14 
of the warehouse operator’s claim as shall not be paid by the proceeds of the sale of 
15 
the property. 
16 
 
17 
SEC. 47. Effect of Sale. – After goods have been lawfully sold to satisfy a 
18 
warehouse operator’s lien, or have been lawfully sold or disposed of because of their 
19 
perishable or hazardous nature, the warehouse operator shall not thereafter be liable 
20 
for failure to deliver the goods to the depositor or owner of the goods or to a holder 
21 
of the receipt given for the goods when they were deposited, even if such receipt be 
22 
negotiable. 
23 
 
24 
CHAPTER V 
25 
NEGOTIATION AND TRANSFER OF RECEIPTS 
26 
 
27 
SEC. 48. Negotiation of Negotiable Receipt by  Indorsement. – A negotiable 
28 
receipt may be negotiated by the indorsement of the person to whose order the 
29 
goods are, by the terms of the receipt, deliverable.  Such indorsement may be in 
30 
blank, to bearer or to a specified person. If indorsed to a specified person, it may be 
31 
again negotiated by the indorsement of such person in blank, to bearer or to another 
32 
specified person. Subsequent negotiation may be made in like manner. 
33 
 
34 


 
SEC. 49. Transfer of Receipt. – A receipt may be transferred by the holder to 
1 
a purchaser or donee. 
2 
 
3 
A non-negotiable receipt cannot be negotiated, and the indorsement of such 
4 
a receipt gives the transferee no additional right. 
5 
 
6 
SEC.  50.  Who  May  Negotiate  a  Receipt.  –  A  negotiable  receipt  may  be 
7 
negotiated: 
8 
(a) By the owner thereof; or 
9 
(b) By any person to whom the constructive possession of the receipt has 
10 
been entrusted by the owner, if, by the terms of the receipt, the warehouse 
11 
operator undertakes to deliver the goods to the order of the person to 
12 
whom the constructive possession of the receipt has been entrusted. 
13 
 
14 
SEC. 51. Rights of a Person to Whom a Receipt Has Been Negotiated. – A 
15 
person to whom a negotiable receipt has been duly negotiated acquires thereby: 
16 
(a) Such title to the goods as the person negotiating the receipt to him, her or 
17 
it had or had ability to convey to a purchaser in good faith for value, and 
18 
also such title to the goods as the depositor or person to whose order the 
19 
goods were to be delivered by the terms of the receipt had or had ability 
20 
to convey to a purchaser in good faith for value; and 
21 
(b) The direct obligation of the warehouse operator to hold possession of the 
22 
goods for him, her or it according to the terms of the receipt as fully as if 
23 
the warehouse operator contracted directly with him, her or it. 
24 
 
25 
SEC. 52. Rights of Person to Whom Receipt Has Been Transferred. – A person 
26 
to whom a receipt has been transferred but not negotiated acquires thereby, as 
27 
against the transferor, the title of the goods subject to the terms of any agreement 
28 
with the transferor. 
29 
 
30 
If the receipt is non-negotiable, such person also acquires the right to notify 
31 
the warehouse operator of the transfer to him, her or it of such receipt and thereby 
32 
to acquire the direct obligation of the warehouse operator to hold possession of the 
33 
goods for him, her or it according to the terms of the receipt. 
34 
 
35 


 
Prior  to  the  notification  of  the  warehouse  operator  by  the  transferor  or 
1 
transferee of a non-negotiable receipt, the title of the transferee to the goods and the 
2 
right to acquire the obligation of the warehouse operator may be defeated by the 
3 
levy of an attachment or execution upon the goods by a creditor of the transferor or 
4 
by a notification to the warehouse operator by the transferor or a subsequent 
5 
purchaser from the transferor of a subsequent sale of the goods by the transferor. 
6 
 
7 
SEC.  53.  Transfer  of  Negotiable  Receipt  Without  Indorsement.  –  Where  
8 
a negotiable receipt is transferred for value and the indorsement of the transferor is 
9 
essential for negotiation, the transferee acquires a right against the transferor to 
10 
compel him, her or it to indorse the receipt unless a contrary intention appears.  The 
11 
negotiation shall take effect as of the time when the indorsement is actually made. 
12 
 
13 
SEC. 54. Warranties of a Sale of Receipt. – A person who, for value, 
14 
negotiates or transfers a receipt by indorsement or delivery, including one who 
15 
assigns for value a claim secured by a receipt, unless a contrary intention appears, 
16 
warrants: 
17 
(a) That the receipt is genuine; 
18 
(b) That the person has a legal right to negotiate or transfer it; 
19 
(c) That the person has knowledge of no fact which would impair the 
20 
validity or worth of the receipt; and 
21 
(d) That the person has a right to transfer the title to the goods and that the 
22 
goods are merchantable or fit for a particular purpose whenever such 
23 
warranties would have been implied, if the contract of the parties had 
24 
been to transfer without a receipt of the goods represented thereby. 
25 
 
26 
SEC. 55. Indorser not Guarantor. – The indorsement of a receipt shall not 
27 
make the indorser  liable  for  any  failure  on the  part of  the  warehouseman or  
28 
previous indorsers of the receipt to fulfill their respective obligations. 
29 
 
30 
SEC.  56.  No  Warranty  Implied  from  Accepting  Payment  of  a  Debt.  –  
31 
A mortgagee, pledgee, or holder for security of a receipt who, in good faith, 
32 
demands or receives payment of the debt for which such receipt is security, whether 
33 
from a party to a draft drawn for such debt or from any other person, shall not, by 
34 


 
so doing, be deemed to represent or to warrant the genuineness of such receipt or 
1 
the quantity or quality of the goods therein described. 
2 
 
3 
SEC. 57. When Negotiation Not Impaired by Fraud, Mistake, or Duress. – 
4 
The validity of the negotiation of a receipt is not impaired by the fact that such 
5 
negotiation was a breach of duty on the part of the person making the negotiation 
6 
or by the fact that the owner of the receipt was induced by fraud, mistake or duress 
7 
or to entrust the constructive possession of the receipt to such person, if the person 
8 
to whom the receipt was negotiated or a person to whom the receipt was 
9 
subsequently negotiated paid value therefor, without notice of the breach of duty, 
10 
or fraud, mistake or duress. 
11 
 
12 
SEC. 58. Subsequent Negotiation. – Where a person having sold, mortgaged, 
13 
or pledged goods which are in warehouse and for which a negotiable receipt has 
14 
been issued, or having sold, mortgaged, or pledged the negotiable receipt 
15 
representing such goods, continues in constructive possession of the negotiable 
16 
receipt, the subsequent negotiation thereof by the person under any sale or other 
17 
disposition thereof to any person receiving the same in good faith, for value and 
18 
without notice of the previous sale, mortgage or pledge, shall have the same effect 
19 
as if the first purchaser of the goods or receipt had expressly authorized the 
20 
subsequent negotiation. 
21 
SEC. 59. Negotiation Defeats Vendor’s Lien. – Where a negotiable receipt has 
22 
been issued for goods, no seller’s lien or right of stoppage in transitu shall defeat the 
23 
rights  of  any  purchaser  for  value in  good  faith  to  whom  such  receipt  has  been 
24 
negotiated, whether such negotiation be prior or subsequent to the notification to 
25 
the warehouse operator who issued such receipt of the seller’s claim to a lien or right 
26 
of stoppage in transitu.  Nor shall the warehouse operator be obliged to deliver or 
27 
justified in delivering the goods to an unpaid seller unless the receipt is first 
28 
surrendered for cancellation. 
29 
 
30 
CHAPTER VI 
31 
CRIMINAL OFFENSES 
32 
 
33 
SEC. 60. Issuance of Receipt for Goods Not Received. – A warehouse 
34 
operator or his, her or its agent, officer, or employee who issues or aids in the 
35 


 
issuance of a warehouse receipt, knowing that the goods mentioned therein are not 
1 
actually in his, her or its custody, shall be punished by imprisonment of ten (10) 
2 
years, or a fine equal to triple the value of the goods involved, or both, at the 
3 
discretion of the court, and the accreditation of the warehouse operator shall 
4 
likewise be revoked. 
5 
 
6 
SEC.  61. Issuance of Receipt Containing False Statement.  –  A  warehouse 
7 
operator or his, her or its agent, officer, or employee who fraudulently issues or aids 
8 
in fraudulent issuance of a warehouse receipt for goods, knowing that it contains a 
9 
false statement, shall be punished by imprisonment of ten (10) years, or a fine equal 
10 
to triple the value of the goods involved, or both, at the discretion of the court, and 
11 
the accreditation of the warehouse operator shall likewise be revoked. 
12 
 
13 
SEC. 62. Creation of Fraudulent Duplicate Receipt. – A warehouse operator 
14 
or his, her or its agent, officer, or employee who issues or aids in issuing a second 
15 
electronic  warehouse  receipt  for  goods,  knowing  that  there  is  an  existing  prior 
16 
electronic warehouse receipt for the same goods or any part of them, shall be 
17 
punished by imprisonment of ten (10) years, or a fine equal to triple the value of the 
18 
goods involved, or both, at the discretion of the court, and the accreditation of the 
19 
warehouse operator shall likewise be revoked. This provision shall not be applicable 
20 
if the issuance of a subsequent warehouse receipt was made on the basis of an order 
21 
issued by a court of competent jurisdiction. 
22 
SEC. 63. Issue for Warehouse Operator’s Goods or Receipts Which Do Not 
23 
State That Fact. – Where goods are deposited with or held by a warehouse operator 
24 
of which the warehouse operator is owner, either solely or jointly or in common 
25 
with others, such warehouse operator, or any of his, her or its agents, officers, or 
26 
employees who, knowing this ownership, issues or aids in issuing a negotiable 
27 
receipt for such goods which does not state such ownership, shall be punished by 
28 
imprisonment of ten (10) years, or a fine equal to triple the value of the goods 
29 
involved, or both, at the discretion of the court, and the accreditation of the 
30 
warehouse operator shall likewise be revoked. 
31 
 
32 
SEC. 64. Delivery of Goods Without Obtaining Negotiable Receipt. – A 
33 
warehouse operator or his, her or its agent, officer, or employee that delivers goods 
34 
out of the possession of such warehouse operator, knowing that a negotiable receipt, 
35 


 
the negotiation of  which would transfer the right to the  possession of  such goods 
1 
is outstanding  and  uncanceled,  without  obtaining  the  constructive  possession 
2 
of such receipt at or before the time of such delivery, except as otherwise authorized 
3 
in this Act, shall be punished by imprisonment of ten (10) years, or a fine equal to 
4 
triple the value of the goods involved, or both, at the discretion of the court, and the 
5 
accreditation of the warehouse operator shall likewise be revoked. 
6 
 
7 
SEC.  65.  Negotiation  of  Receipt  for  Mortgaged  Goods.  –  Any  person  
8 
who deposits goods which the person has no title, or upon which there is a lien or 
9 
mortgage, and who takes for such goods a negotiable receipt which was afterwards 
10 
negotiated for value with intent to deceive and without disclosing the want of title 
11 
or the existence of the lien or mortgage, shall be punished by imprisonment of ten 
12 
(10) years, or a fine equal to triple the value of the goods involved, or both, at the 
13 
discretion of the court. 
14 
 
15 
SEC. 66. Unlawful Release of Goods Covered by Warehouse Receipt. – A 
16 
warehouse operator or his, her or its agent, officer, or employee that releases, 
17 
without any legal basis, any goods covered by an electronic warehouse receipt shall 
18 
be punished by imprisonment of ten (10) years, or a fine equal to triple the value of 
19 
the goods involved, or both, at the discretion of the court, and the accreditation of 
20 
the warehouse operator shall likewise be revoked. 
21 
 
22 
 
23 
CHAPTER VII 
24 
FINAL PROVISIONS 
25 
 
26 
SEC. 67. Inter-Connected Registry Information. – Where feasible, the SEC 
27 
shall coordinate with other government agencies in order to link up the Registry 
28 
provided under this Act with other registries. 
29 
 
30 
SEC. 68. Public Information. – All entries in the Registry of electronic 
31 
warehouse receipts shall be available to the public. Likewise, the list of accredited 
32 
warehouse operators, as well as the list of warehouse operators whose accreditation 
33 
have been revoked, shall be available to the public. The SEC shall formulate the 
34 


 
guidelines to facilitate  the  orderly  and  expedient  access  to  such  information  by  
1 
the  public,  in accordance with existing standards under Philippine laws. 
2 
 
3 
SEC. 69. Dispute Resolution. – Except in cases specifically placed under the 
4 
jurisdiction of the SEC under this Act, as well as cases where the electronic 
5 
warehouse receipt includes a valid arbitration clause, all actions arising from this 
6 
Act shall fall under the jurisdiction of the Regional Trial Courts. 
7 
 
8 
SEC. 70. Appropriations. – The initial funding for the implementation of this 
9 
Act shall be charged against the current operating budget of the SEC. Thereafter, the 
10 
amount necessary for its continued implementation shall be included in the annual 
11 
operating budget of the SEC. 
12 
 
13 
SEC. 71. Implementing Rules and Regulations. – Within ninety (90) days 
14 
after the effectivity of this Act, the SEC shall promulgate rules and regulations for 
15 
the implementation of this Act. 
16 
 
17 
SEC. 72. Cases Not Provided For in this Act. – Any case not provided for in 
18 
this Act shall be governed by the provisions of existing legislation, or in default 
19 
thereof, by the established rules of commerce. 
20 
 
21 
SEC. 73. Application of this Act. – The provisions of this Act do not apply to 
22 
receipts made and delivered prior to the taking effect hereof. 
23 
 
24 
SEC. 74. Separability Clause. – If any provision of this Act is declared invalid 
25 
or unconstitutional,  the  other  provisions  hereof  which  are  not  affected  thereby  
26 
shall continue to be in full force and effect. 
27 
 
28 
SEC. 75. Repealing Clause. – Act No. 2137, otherwise known as the 
29 
Warehouse Receipts Law, is hereby repealed. Any law, presidential decree or 
30 
issuance, executive order,  letter  of  instruction,  administrative  order,  rule  or  
31 
regulation  contrary  to  or inconsistent with any provision of this Act is hereby 
32 
repealed or modified accordingly. 
33 
 
34 


 
SEC.  76.  Effectivity.  –  This  Act  shall  take  effect  fifteen  (15)  days  after  
1 
its publication in the Official Gazette or in a newspaper of general circulation. 
2 
 
3 
Approved, 
4