Republic of the Philippines 
HOUSE OF REPRESENTATIVES 
Quezon City 
TWENTIETH CONGRESS 
First Regular Session 
HOUSE BILL NO. 3234 
Introduced by HON. MIGUEL LUIS R. VILLAFUERTE, HON. VINCENZO 
RENATO LUIGI R. VILLAFUERTE, HON. TSUYOSHI ANTHONY G. HORIBATA, AND 
HON. TERRY L. RIDON 
EXPLANATORY NOTE 
The integrity and transparency of public service, which includes combating graft and 
corruption, are enhanced when financial instruments and collateral systems are well-
regulated. Under the existing Warehouse Receipts Act (Act No. 2137), farmers and workers 
may obtain credit by assigning physical goods stored in a warehouse, using warehouse 
receipts as collateral. The law defines the rights and duties of the warehouseman and the 
holder of the receipt, including its negotiability. 
However, existing legislation has not kept pace with recent developments in agriculture 
and technology. This bill proposes modernizing the Warehouse Receipts Law by establishing 
a central electronic registry for all warehouse receipts. The registry would integrate with 
existing databases, ensuring secure, transparent, and verifiable records. 
Such reliable electronic registry will give banks and financial institutions more confidence 
in accepting warehouse receipts as collateral, thereby increasing access to credit for farmers 
and agriculture sector participants. By facilitating access to credit, the modernization of this 
system will help stimulate rural economic activity and market participation. 
A similar bill was filed in the 19th Congress as House Bill No. 1938, which was 
consolidated into House Bill No. 198. The measure was approved by the House of 
Representatives on May 29, 2023, transmitted to the Senate on May 30, 2023, and received 
by the Senate on the same date. Notably, the proposed measure has earned the backing of 
both the Bangko Sentral ng Pilipinas and the International Finance Corporation, highlighting 
its potential to strengthen the country’s agricultural financing ecosystem.1 
In view of the foregoing, the immediate passage of this bill is earnestly sought. 
HON. MIGUEL LUIS R. VILLAFUERTE 
1 BusinessWorld. (2023, November 20). BSP, IFC back amendments to Warehouse Receipts law. 
https://www.bworldonline.com/economy/2023/11/20/558717/bsp-ifc-back-amendments-to-warehouse-receipts-law/ 
August 6, 2025
2:20 pm


HON. VINCENZO RENATO LUIGI R. VILLAFUERTE 
HON. TSUYOSHI ANTHONY G. HORIBATA 
HON. TERRY L. RIDON 


Republic of the Philippines 
HOUSE OF REPRESENTATIVES 
Quezon City 
TWENTIETH CONGRESS 
First Regular Session 
HOUSE BILL NO. 3234 
Introduced by HON. MIGUEL LUIS R. VILLAFUERTE, HON. VINCENZO 
RENATO LUIGI R. VILLAFUERTE, HON. TSUYOSHI ANTHONY G. HORIBATA, AND 
HON. TERRY L. RIDON 
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: 
CHAPTER I 
GENERAL PROVISIONS 
SECTION 1. Title. – This Act shall be known as the "Revised Warehouse Receipts Law of the 
Philippines.” 
SECTION 2. Declaration of Policy. –  It is the policy of the State to promote economic activity 
by increasing access, particularly for entities engaged in agricultural businesses, such as 
farming, to least cost credit by establishing a simplified, unified, and modern framework for the 
storage of goods in warehouses and the subsequent trading of interests therein.  
SECTION 3. Definition of Terms. As used in this Act: 
(a) Action refers to a counterclaim, set-off, or suit in equity as provided by law;
(b) Delivery refers to the voluntary transfer of control from one person to another;
(c) Deposit refers to the act of transferring actual possession of goods to a warehouse
operator;
(d) Electronic warehouse receipt refers to a warehouse receipt in electronic or digital
form;
(e) Goods refer to chattel or merchandise in storage or which have been or are about
to be stored;
(f)
Good faith refers to an abstract or comprehensive term that encompasses a
sincere belief or motive without any malice or the desire to defraud others, whether
it be done negligently or not;
(g) Guarantee refers to a guarantee specifically issued by the Philippine Guarantee
Corporation;


 
(h) Holder of a receipt refers to a person who has both constructive possession of 
such receipt and a right of property therein; 
 
(i) Insurance refers to any form of insurance, whether obtained from a public or private 
entity, within the meaning of the Insurance Code of the Philippines; 
 
(j) Modern refers to the adaptation and utilization of modern technology, including 
Blockchain technology; 
 
(k) Negotiable receipt refers to a receipt in which it is stated that the goods received 
will be delivered to the bearer or to the order of any person named in such receipt; 
 
(l) Non-Negotiable Receipt refers to a receipt in which it is stated that the goods 
received will be delivered to the depositor or to any other specified person; 
 
(m)  Order refers to an order by indorsement on the receipt; 
 
(n) Owner refers to one who has the right of possession of a warehouse receipt but 
does not include a mortgagee; 
 
(o) Person refers to both natural and juridical persons; 
 
(p) Purchase refers to the act of acquiring a warehouse receipt in the form of mortgage 
or pledge; 
 
(q) Registry refers to the Electronic Warehouse Receipts Registry; 
 
(r) Release order refers to a written instrument issued by the owner of a receipt 
directing a warehouse operator to release his goods to a specific person; 
 
(s) Value refers to any consideration sufficient to support a simple contract. An 
antecedent or pre-existing obligation, whether for money or not, constitutes value 
where a receipt is taken either in satisfaction thereof or as security therefor; 
 
(t) Warehouse refers to a place that houses goods intended to be used for trading or 
financing within the territory of the Philippines operated and maintained by a 
warehouse operator; 
 
(u) Warehouse operator refers to a person lawfully engaged in the business of 
housing goods intended to be used for trading or financing and duly authorized 
under this Act; 
 
(v) Warehouse receipt or receipt refers to a document issued by a warehouse 
operator in accordance with Section 5 of this Act; and 
 
(w) Writing refers to written documents or records, including electronic records. 
 
SECTION 4. Person Who May Issue Receipts. – Warehouse receipts may only be issued 
by a duly accredited warehouse operator. 
 
SECTION 5. Form of Receipts. – Every warehouse receipt must contain the following 
information: 
 
(a) Location of the warehouse where the goods are stored; 
 


 
(b) Date of the issue of the receipt; 
 
(c) Consecutive number of the receipt; 
 
(d) Statement whether the goods received will be delivered to the bearer, to a specified 
person, or to a specified person or order; 
 
(e) Amount up to which the goods covered by the receipt are insured, and the name 
of the insuring entity; 
 
(f) Rate of storage charges; 
 
(g) Description of the goods or of the packages containing them; 
 
(h) Signature of the warehouse operator, which may be made by an authorized agent; 
 
(i) Fact of ownership if the receipt is issued for goods of which the warehouse operator 
is owner, either solely, jointly, or in common with others; and 
 
(j) Statement of the amount of advances made and of liabilities incurred for which the 
warehouse operator claims a lien. If the precise amount of such advances made 
or of such liabilities incurred is, at the time of the issue of receipt, unknown to the 
warehouse operator or to the agent who issues it, a statement of the fact that 
advances have been made or liabilities incurred and the purpose thereof is 
sufficient. 
 
A warehouse operator shall be liable to any person injured thereby for all damages 
caused by the omission from a warehouse receipt of any of the terms herein required. 
 
SECTION 6. Permissible Insertions. –  A warehouse operator may insert in a receipt any 
other terms and conditions: Provided, That such terms and conditions shall not: 
 
(a) Be contrary to the provisions of this Act; or 
 
(b) In any way impair the obligation to exercise that degree of care in the safekeeping 
of the goods entrusted which a reasonably careful person would exercise in regard to 
similar goods one owns. 
 
No provision shall be inserted in a negotiable receipt that it is non-negotiable. Such a 
provision, if inserted, shall be void. 
 
SECTION 7. Failure to Mark "Non-Negotiable" or "Not Negotiable". – Warehouse operator 
shall clearly indicate or mark on the face of a non-negotiable receipt that it is "non-negotiable" 
or "not negotiable". In the absence of such marking, the receipt shall be deemed negotiable. 
 
This section shall not apply, however, to letters, memoranda, or written 
acknowledgment of an informal character. 
 
CHAPTER II 
ELECTRONIC WAREHOUSE RECEIPTS REGISTRY 
 
SECTION 8. Electronic Warehouse Receipts Registry. –  The Securities and Exchange 
Commission (SEC) is hereby tasked with creating and maintaining a modern, online, 
centralized, and nationwide Registry where all electronic warehouse receipts can be 
registered and accessed, as well as rules and regulations pertaining specifically to 


 
registration and cancellation of electronic warehouse receipts. The SEC is likewise 
authorized to engage the services of third parties in creating and maintaining the Registry 
 
SECTION 9. Local Sub-Registry. – In addition to the Registry created and maintained by 
the SEC, all warehouses must establish and maintain a Sub-Registry specifically for goods 
deposited therein. Failure of a warehouse to keep a Sub Registry in the warehouse, as well 
as any fraud committed thereon, shall be grounds for the revocation of a warehouse's 
accreditation. 
 
SECTION 10. Transferability of Receipts. – All warehouse receipts, regardless of what is 
stated upon their face, are transferable at the option of the holder. 
 
SECTION 11. Collateralization of Receipts. – All warehouse receipts, regardless of what 
is stated upon their face, may be collateralized in accordance with Republic Act No. 11057, 
otherwise known as the Personal Property Security Act. 
 
SECTION 12. Guarantee on All Warehouse Receipts Securing Financial Obligations. 
– Upon the establishment and operationalization of the Registry, the Philippine Guarantee 
Corporation (PhilGuarantee), in accordance with its consolidated mandate under Executive 
Order No. 58, Series of 2018, and to the extent allowed by the provisions of applicable laws, 
may provide guarantee on eligible loans secured by warehouse receipts or the goods 
evidenced thereby. 
 
CHAPTER III 
ACCREDITATION 
 
SECTION 13. Role of the SEC. – The SEC shall be the primary regulatory body in charge 
of all matters related to warehouse receipts, including accreditation of warehouse operators 
and warehouses. While the SEC may consult with Other regulatory bodies including the 
Department of Trade and Industry, the Department of Finance, and the Department of 
Agriculture, warehousing experts, and other organizations that are representatives of a 
particular sector, the SEC shall, at all times, be the lead agency in ensuring the successful 
implementation of this Act: Provided, That the regulatory bodies, warehousing experts, and 
other organization representative of a particular sector shall only be consulted on goods, 
crops, and practices they are familiar with. 
 
SECTION 14. Warehousing Experts. – The SEC is authorized to issue rules and regulations 
in order to determine who shall qualify as warehousing experts. Warehousing experts must 
be persons knowledgeable and with actual experience in operating and maintaining 
warehouses in accordance with globally accepted best practices in warehousing. 
 
SECTION 15. Functions and Responsibilities of the SEC as Accrediting Agency. – As 
the accrediting entity, the SEC shall have the following functions and responsibilities: 
 
(a) Institute and operationalize a system of accreditation for warehouse operators: 
Provided, That the criteria for accreditation shall include sound and measurable 
standards relating to the ability and capacity to handle the storage of goods and 
the maintenance of the Sub-Registry; 
 
(b) Issue a certificate of accreditation to qualified warehouse operators and 
warehouses upon determination that the requirements and criteria set for this 
purpose have been fully satisfied: Provided, That the certificate of accreditation 
shall be valid only for such period as may be prescribed under the implementing 
rules and regulations of this Act; 
 


 
(c) Monitor the performance of warehouse operators to ensure continuing compliance 
with the provisions of this Act and its implementing rules and regulations; 
 
(d) Suspend or revoke any certificate of accreditation upon due determination that a 
warehouse operator no longer meets the criteria for accreditation; 
 
(e) Require regular submission of reports by warehouse operators; 
 
(f) Collect reasonable accreditation and monitoring fees from warehouse operators 
which shall be used for operational requirements; 
 
(g) Submit an annual report to the President of the Philippines and the concerned 
committees of both Houses of Congress of the Philippines; and 
 
(h) Perform such other functions as may be necessary to accomplish the purposes 
and objectives of this Act in relation to warehouse operators and warehouses. 
 
SECTION 16. Accreditation of Warehouse Operators. – All warehouse operators issuing 
warehouse receipts to be used for purposes other than mere storage and facilitation of 
logistics are hereby required to seek the accreditation of the SECTION The SEC shall create 
rules and regulations to facilitate the accreditation of warehouse operators. All warehouse 
operators who are not accredited with the SEC are prohibited from issuing warehouse 
receipts. 
 
SECTION 17. Screening Process for Warehouse Operators. – To ensure the credibility and 
integrity of warehouse operators, the SEC is hereby authorized to create a screening process 
for warehouse operators, which may include the administration of written examinations. The 
SEC shall coordinate with other governmental bodies in order to create a viable screening 
process for warehouse operators. 
 
SECTION 18. Warehouse Operator's Bond. – Prior to the operation of the warehouse, a 
warehouse operator must post a bond to answer for any liabilities the warehouse operator 
may have in the operation of the warehouse during the effectivity of its accreditation. The SEC 
is hereby ordered and authorized to come up with rules and regulations concerning the 
warehouse operator's bond. 
 
SECTION 19. Mandatory Insurance. – A warehouse operator shall produce insurance 
coverage for his, her, or its business and the warehouse or warehouses the warehouse 
operator shall operate. No warehouse operator shall be accredited by the SEC unless the 
warehouse operator is able to comply with this requirement. The SEC shall issue the 
appropriate guidelines for the mandatory insurance coverage requirement, which shall include 
the minimum insurance requirements for warehouses and warehouse operators: Provided, 
That the minimum insurance requirements are in accordance with globally accepted best 
practices for warehouse and warehouse operators. 
 
SECTION 20. Effect of Lapse or Absence of Insurance. – The SEC may revoke the 
accreditation of any warehouse operator that is found to be operating without appropriate 
insurance coverage or with lapsed insurance policy, or whose warehouses are found to be 
operating without a current insurance coverage. 
 
CHAPTER IV 
OBLIGATIONS AND RIGHTS OF WAREHOUSE OPERATORS 
UPON THEIR RECEIPTS 
 
SECTION 21. Obligation of a Warehouse Operator to Deliver Goods. – A warehouse 


 
operator, in the absence of a lawful defense provided by this Act, is bound to deliver the goods 
upon a demand made either by the holder of a receipt for the goods or by the depositor if such 
demand is accompanied with: 
 
(a) An offer to satisfy the warehouse operator's lien, if applicable; 
 
(b) A written offer to surrender control of the receipt and perform all actions necessary to 
surrender said control; and 
 
(c) A readiness and willingness to sign an acknowledgement that the goods have been 
delivered, if such signature is requested by the warehouse operator. 
 
In case the warehouse operator refuses or fails to deliver the goods in compliance with 
a demand by the holder or depositor, the burden shall be upon the warehouse operator to 
establish the existence of a lawful defense for such refusal. 
 
SECTION 22. Justification of Warehouse Operator in Delivering Goods. – A warehouse 
operator is justified in delivering the goods to one who is: 
 
(a) The person lawfully entitled to the possession of the goods, or one's agent; 
 
(b) A person who is either entitled to delivery by the terms of a non-negotiable receipt 
issued for the goods, or who has written authority from the person so entitled; or 
 
(c) A person in control of a negotiable receipt by the terms of which the goods are 
deliverable, indorsed to, or in blank by the person to whom delivery was promised by 
the terms of the receipt or by the immediate indorser. 
 
SECTION 23. Warehouse Operator's Liability for Misdelivery of Goods. – Where a 
warehouse operator delivers the goods to one who is not lawfully entitled to the possession of 
them, the warehouse operator shall be liable to all persons having a right of the property or 
possession of the goods, unless the warehouse operator had: (a) been requested by, or on 
behalf of the person lawfully entitled to a right of property or possession of goods, not to make 
such delivery; or (b) received verified information that the delivery about to be made was to 
one who is not lawfully entitled to the possession of the goods. 
 
SECTION 24. Negotiable Receipt Must be Cancelled for Complete Delivery of Goods. – 
Except as otherwise provided in this Act, a warehouse operator must cancel a negotiable 
receipt once the goods are completely delivered. Failing to do so, the warehouse operator 
shall be liable to any person who purchases in good faith such receipt for failure to deliver the 
goods to the purchaser, whether the purchaser acquired title to the receipt before or after the 
delivery of the goods by the warehouse operator. 
 
SECTION 25. Negotiable Receipts Must be Marked for Partial Delivery of Goods. – 
Except as otherwise provided in this Act, a warehouse operator must mark a negotiable receipt 
when only a part of goods are delivered. Failing to do so, the warehouse operator shall be 
liable to anyone who purchases in good faith such receipt, whether such purchaser acquired 
title to the receipt before or after the delivery of any portion of the goods by the warehouse 
operator. 
 
SECTION 26. Altered Receipts. – The alteration of a receipt shall not excuse the warehouse 
operator who issued it from any liability if such alteration was: 
 
(a) Immaterial; 
 


 
(b) Authorized; or 
 
(c) Made without fraudulent intent. 
 
If the alteration was authorized, the warehouse operator shall be liable according to 
the terms of the receipt as altered. If the alteration was unauthorized but made without 
fraudulent intent, the warehouse operator shall be liable according to the terms of the receipt 
as they were before alteration. 
 
Material and fraudulent alteration of a receipt shall not excuse the warehouse operator 
who issued it from liability to deliver, according to the terms of the receipt as originally issued, 
the goods for which it was issued: Provided, however, That the warehouse operator shall be 
excused from any other liability. 
 
SECTION 27. Warehouse Operator Cannot Have Title or Right to the Possession of 
Goods. – A warehouse operator shall have no title or right to the possession of goods, unless 
such title or right is derived directly or indirectly from a transfer made by the depositor at the 
time of, or subsequent to, the deposit for storage, or from the warehouse operator's lien. A 
warehouse operator cannot be excused from liability for refusing to deliver the goods 
according to the terms of the receipt. 
 
SECTION 28. Interpleader of Adverse Claimants. – If more than one person claims the title 
or possession of the goods, the warehouse operator may, either as a defense to an action 
brought against him, her, or it for non-delivery of the goods or as an original suit, whichever is 
appropriate, require all known claimants to interplead. 
 
SECTION 29. Warehouse Operator Has Reasonable Time to Determine Validity of 
Claims. – If a person other than the depositor or person claiming under him, her, or it has a 
claim to the title or possession of goods, and the warehouse operator has information of such 
claim, the warehouse operator shall be excused from liability for refusing to deliver the goods, 
either to the depositor or person claiming under him, her, or it to the adverse claimant until the 
warehouse operator has had a reasonable time to ascertain the validity of the adverse claim 
or to bring legal proceedings to compel claimants to interplead. 
 
SECTION 30. Adverse Title is No Defense Except as Provided in This Act. – Except as 
provided in this Act, no right or title of a third person shall be a defense to an action brought 
by the depositor or person claiming under him, her, or it against the warehouse operator for 
failure to deliver the goods according to the terms of the receipt. 
 
SECTION 31. Liability for Nonexistence or Misdescription of Goods – A warehouse 
operator shall be liable to the holder of a receipt for damages caused by the nonexistence of 
the goods or by the failure of the goods to correspond with the description thereof in the receipt 
at the time of its issue. If, however, the goods are described in a receipt merely by a statement 
of marks or labels upon them or upon packages containing them or by a statement that the 
goods are said to be goods of a certain kind or that the packages containing the goods are 
said to contain goods of a certain kind or by words of like purport, such statements, if true, 
shall not make liable the warehouse operator issuing the receipt, although the goods are not 
of the kind which the marks or labels upon them indicate or of the kind they were said to be 
by the depositor. 
 
SECTION 32. Liability for Care of Goods. – A warehouse operator shall be liable for any 
loss or injury to the goods caused by his, her or its failure to exercise such care in regard to 
them as reasonably vigilant owner of similar goods would exercise, but the warehouse 
operator shall not be liable, in the absence of an agreement to the contrary, for any loss or 
injury to the goods which could not have been avoided by the exercise of such care. 


 
 
SECTION 33. Goods Must be Kept Separate. – Except as provided in the following section, 
a warehouse operator shall keep the goods so far separate from goods of other depositors 
and from other goods of the same depositor for which a separate receipt has been issued, as 
to permit at all times the identification and redelivery of the goods deposited. 
 
SECTION 34. Fungible Goods May Be Commingled if Warehouse Operator Authorized. 
– If authorized by agreement or by custom, a warehouse operator may mingle fungible goods 
with other goods of the same kind and grade. In such case, the various depositors of the 
mingled goods shall own the entire mass in common and each depositor shall be entitled to 
such portion thereof as the amount deposited by him, her or it bears to the whole. 
 
SECTION 35. Liability of Warehouse Operator to Depositors of Commingled Goods. – 
The warehouse operator shall be severally liable to each depositor for the care and redelivery 
of his, her or its share of such mass to the same extent and under the same circumstances as 
if the goods had been kept separate. 
 
SECTION 36. Attachment or Levy upon Goods for which a Negotiable Receipt Has Been 
Issued. – If goods are delivered to a warehouse operator by the owner or by a person whose 
act in conveying the title to them to a purchaser in good faith for value would bind the owner, 
and a negotiable receipt is issued for them, they cannot thereafter, while in the possession of 
the warehouse operator, be attached by garnishment or otherwise, or be levied upon under 
an execution unless the receipt be first surrendered to the warehouse operator or its 
negotiation enjoined. The warehouse operator shall, in no case, be compelled to deliver the 
actual possession of the goods until the receipt is surrendered to the warehouse operator or 
impounded by the court. 
 
SECTION 37. Creditor's Remedies to Reach Negotiable Receipts. – A creditor whose 
debtor is the owner of a negotiable receipt shall be entitled to such aid from courts of 
appropriate jurisdiction, by injunction and otherwise, in attaching such receipt or in satisfying 
the claim by means thereof as is allowed by law or in equity within the jurisdiction of the 
Philippines in regard to property which cannot readily be attached or levied upon by ordinary 
legal process. 
  
SECTION 38. What Claims Are Included in the Warehouse Operator's Lien. – Subject to 
the provisions of this Act, a warehouse operator shall have a lien on goods deposited or on 
the proceeds thereof in his, her or its hand; for all lawful charges for storage and preservation 
of the goods; for all lawful claims for money advanced, interest, insurance, transportation, 
labor, weighing, coopering and other charges and expenses in relation to such goods; for all 
reasonable charges and expenses for notice, and advertisements of sale; and for sale of the 
goods where default had been made in satisfying the warehouse operator's lien. 
 
SECTION 39. Against What Property the Warehouse Operator's Lien May be Enforced. 
– Subject to the provisions of this Act, a warehouse operator's lien may be enforced: 
 
(a) Against all goods, whenever deposited, belonging to the person who is liable as 
debtor for the claims in regard to which the lien is asserted; and 
 
(b) Against all goods belonging to others which have been deposited at any time by the 
person who is liable as debtor for the claims in regard to which the lien is asserted if 
such person had been so entrusted with the possession of goods that a pledge of 
the same by him, her or it at the time of the deposit to one who took the goods in 
good faith for value would have been valid. 
 
SECTION 40. How Warehouse Operator's Lien May be Lost. – A warehouse operator loses 


 
his, her or its lien upon goods: 
 
(a) By surrendering possession thereof; or 
 
(b) By refusing to deliver the goods when a demand is made with which the warehouse 
operator is bound to comply under the provisions of this Act. 
 
SECTION 41. Negotiable Receipts Must State Charges for Which the Lien is Claimed. – 
If a negotiable receipt is issued for goods, the warehouse operator shall have no lien thereon 
except for charges for storage of goods subsequent to the date of the receipt unless the receipt 
expressly enumerated other charges for which a lien is claimed. In such case, there shall be 
a lien for the charges enumerated so far as they are within the terms of Section 25 although 
the amount of the charges so numerated is not stated in the receipt. 
 
SECTION 42. Warehouse Operator Need Not Deliver until Lien is Satisfied. – A 
warehouse operator having a lien valid against the person demanding the goods may refuse 
to deliver the goods to him, her or it until the lien is satisfied. 
 
SECTION 43. Warehouse Operator's Lien Does Not Preclude Other Remedies. – Whether 
a warehouse operator has or has not a lien upon the goods, the warehouse operator is entitled 
to all remedies allowed by law to a creditor against a debtor for the collection from the depositor 
of all charges and advances which the depositor has expressly or impliedly contracted with 
the warehouseman to pay. 
 
SECTION 44. Satisfaction of Lien by Sale. – A warehouse operator's lien for a claim which 
has become due may be satisfied as follows: 
 
(a) An itemized statement of the warehouse operator's claim, showing the sum due at 
the time of the notice and the date or dates when it becomes due; 
 
(b) A brief description of the goods against which the lien exists; 
 
(c) A demand that the amount of the claim as stated in the notice of such further claim 
as shall accrue, shall be paid on or before a day mentioned, not less than ten (10) 
days from the delivery of the notice if it is personally delivered, or from the time when 
the notice shall reach its destination, according to the due course of post, if the notice 
is sent by mail; and 
 
(d) A statement that unless the claim is paid within the time specified, the goods will be 
advertised for sale and sold by auction at a specified time and place. 
 
 
In accordance with the terms of a notice so given, a sale of the goods by auction may 
be had to satisfy any valid claim of the warehouse operator for which the warehouse operator 
has a lien on the goods. The sale shall be had in the place where the lien was acquired, or, if 
such place is manifestly unsuitable for the purpose of the claim specified in the notice to the 
depositor has elapsed, and advertisement of the sale, describing the goods to be sold, and 
stating the name of the owner or person on whose account the goods are held, and the time 
and place of the sale, shall be published once a week for two (2) consecutive weeks in a 
newspaper published in the place where such sale is to be held. The sale shall not be held 
less than fifteen (15) days from the time of the first publication. If there is no newspaper 
published in such place, the advertisement shall be posted at least ten (10) days before such 
sale in not less than six (6) conspicuous places therein. 
 
From the proceeds of such sale, the warehouse operator shall satisfy his, her or its 
lien including the reasonable charges of notice, advertisement and sale. The balance, if any, 


 
of such proceeds shall be held by the warehouse operator and delivered on demand to the 
person to whom the warehouse operator would have been bound to deliver or justified in 
delivering goods. 
 
At any time before the goods are so sold, any person claiming a right of property or 
possession therein may pay the warehouse operator the amount necessary to satisfy his, her 
or its lien and to pay the reasonable expenses and liabilities incurred in serving notices and 
advertising and preparing for the sale up to the time of such payment. The warehouse operator 
shall deliver the goods to the person making payment if the warehouse operator is a person 
entitled, under the provisions of this Act, to the possession of the goods on payment of charges 
thereon. Otherwise, the warehouse operator shall retain the possession of the goods 
according to the terms of the original contract of deposit. 
 
SECTION 45. Perishable and Hazardous Goods. – If goods are of a perishable nature, or 
by keeping will deteriorate greatly in value, or, by their order, leakage, inflammability, or 
explosive nature, will be liable to injure other property, the warehouse operator may give such 
notice to the owner or to the person in whose names the goods are stored, as is reasonable 
and possible under the circumstances, to satisfy the lien upon such goods and to remove them 
from the warehouse and in the event of the failure of such person to satisfy the lien and to 
receive the goods within the time so specified, the warehouse operator may sell the goods at 
public or private sale without advertising. If the warehouse operator, after a reasonable effort, 
is unable to sell such goods, the warehouse operator may dispose of them in any lawful 
manner and shall incur no liability by reason thereof. 
 
The proceeds of any sale made under the terms of this section shall be disposed of in 
the same way as the proceeds of sales made under the terms of the preceding section. 
 
SECTION 46. Other Methods of Enforcing Lien. – The remedy for enforcing a lien herein 
provided does not preclude any other remedies allowed by law for the enforcement of a lien 
against personal property nor bar the right to recover so much of the warehouse operator's 
claim as shall not be paid by the proceeds of the sale of the property. 
 
SECTION 47. Effect of Sale. – After goods have been lawfully sold to satisfy a warehouse 
operator's lien, or have been lawfully sold or disposed of because of their perishable or 
hazardous nature, the warehouse operator shall not thereafter be liable for failure to deliver 
the goods to the depositor or owner of the goods or to a holder of the receipt given for the 
goods when they were deposited, even if such receipt be negotiable. 
 
CHAPTER V 
NEGOTIATION AND TRANSFER OF RECEIPTS 
 
SECTION 48. Negotiation of Negotiable Receipt by Indorsement. - A negotiable receipt 
may be negotiated by the indorsement of the person to whose order the goods are, by the 
terms of the receipt, deliverable. Such indorsement may be in blank, to bearer or to a specified 
person. If indorsed to a specified person, it may be again negotiated by the indorsement of 
such person in blank, to bearer or to another specified person. Subsequent negotiation may 
be made in like manner. 
 
SECTION 49. Transfer of Receipt. – A receipt may be transferred by the holder to a 
purchaser or done. 
 
A non-negotiable receipt cannot be negotiated, and the indorsement of such a receipt 
gives the transferee no additional right. 
 
 


 
SECTION 50. Who May Negotiate a Receipt. – A negotiable receipt may be negotiated: 
 
(a) By the owner thereof; or 
 
(b) By any person to whom the constructive possession of the receipt has been entrusted 
by the owner, if, by the terms of the receipt, the warehouse operator undertakes to 
deliver the goods to the order of the person to whom the constructive possession of 
the receipt has been entrusted. 
 
SECTION 51. Rights of a Person to Whom a Receipt Has Been Negotiated. – A person to 
whom a negotiable receipt has been duly negotiated acquires thereby: 
 
(a) Such title to the goods as the person negotiating the receipt to him, her or it had or had 
ability to convey to a purchaser in good faith for value, and also such title to the goods 
as the depositor or person to whose order the goods were to be delivered by the terms 
of the receipt had or had ability to convey to a purchaser in good faith for value; and 
 
(b) The direct obligation of the warehouse operator to hold possession of the goods for 
him, her or it according to the terms of the receipt as fully as if the warehouse operator 
contracted directly with him, her or it. 
 
SECTION 52. Rights of Person to Whom Receipt Has Been Transferred. – A person to 
whom a receipt has been transferred but not negotiated acquires thereby, as against the 
transferor, the title of the goods subject to the terms of any agreement with the transferor. 
 
If the receipt is non-negotiable, such person also acquires the right to notify the 
warehouse operator of the transfer to him, her or it of such receipt and thereby to acquire the 
direct obligation of the warehouse operator to hold possession of the goods for him, her or it 
according to the terms of the receipt. 
 
Prior to the notification of the warehouse operator by the transferor or transferee of a 
non-negotiable receipt, the title of the transferee to the goods and the right to acquire the 
obligation of the warehouse operator may be defeated by the levy of an attachment or 
execution upon the goods by a creditor of the transferor or by a notification to the warehouse 
operator by the transferor or a subsequent purchaser from the transferor of a subsequent sale 
of the goods by the transferor. 
 
SECTION 53. Transfer of Negotiable Receipt Without Indorsement. – Where a negotiable 
receipt is transferred for value and the indorsement of the transferor is essential for 
negotiation, the transferee acquires a right against the transferor to compel him, her or it to 
indorse the receipt unless a contrary intention appears. The negotiation shall take effect as of 
the time when the indorsement is actually made. 
 
SECTION 54. Warranties of a Sale of Receipt. – A person who, for value, negotiates or 
transfers a receipt by indorsement or delivery, including one who assigns for value a claim 
secured by a receipt, unless a contrary intention appears, warrants: 
 
(a) That the receipt is genuine; 
 
(b) That the person has a legal right to negotiate or transfer it; 
 
(c) That the person has knowledge of no fact which would impair the validity or worth of 
the receipt; and 
 
(d) That the person has a right to transfer the title to the goods and that the goods are 


 
merchantable or fit for a particular purpose whenever such warranties would have been 
implied, if the contract of the parties had been to transfer without a receipt of the goods 
represented thereby. 
 
SECTION 55. Indorser not Guarantor. – The indorsement of a receipt shall not make the 
indorser liable for any failure on the part of the warehouseman or previous indorsers of the 
receipt to fulfill their respective obligations. 
 
SECTION 56. No Warranty Implied from Accepting Payment of a Debt. – A mortgagee, 
pledgee, or holder for security of a receipt who, in good faith, demands or receives payment 
of the debt for which such receipt is security, whether from a party to a draft drawn for such 
debt or from any other person, shall not, by so doing, be deemed to represent or to warrant 
the genuineness of such receipt or the quantity or quality of the goods therein described. 
 
SECTION 57. When Negotiation Not Impaired by Fraud, Mistake, or Duress. – The validity 
of the negotiation of a receipt is not impaired by the fact that such negotiation was a breach 
of duty on the part of the person making the negotiation or by the fact that the owner of the 
receipt was induced by fraud, mistake or duress or to entrust the constructive possession of 
the receipt to such person, if the person to whom the receipt was negotiated or a person to 
whom the receipt was subsequently negotiated paid value therefor, without notice of the 
breach of duty, or fraud, mistake or duress. 
 
SECTION 58. Subsequent Negotiation. – Where a person having sold, mortgaged, or 
pledged goods which are in warehouse and for which a negotiable receipt has been issued, 
or having sold, mortgaged, or pledged the negotiable receipt representing such goods, 
continues in constructive possession of the negotiable receipt, the subsequent negotiation 
thereof by the person under any sale or other disposition thereof to any person receiving the 
same in good faith, for value and without notice of the previous sale, mortgage or pledge, shall 
have the same effect as if the first purchaser of the goods or receipt had expressly authorized 
the subsequent negotiation. 
 
SECTION 59. Negotiation Defeats Vendor's Lien. – Where a negotiable receipt has been 
issued for goods, no seller's lien or right of stoppage in transitu shall defeat the rights of any 
purchaser for value in good faith to whom such receipt has been negotiated, whether such 
negotiation be prior or subsequent to the notification to the warehouse operator who issued 
such receipt of the seller's claim to a lien or right of stoppage in transitu. Nor shall the 
warehouse operator be obliged to deliver or justified in delivering the goods to an unpaid seller 
unless the receipt is first surrendered for cancellation. 
 
CHAPTER VI 
CRIMINAL OFFENSES 
 
SECTION 60. Issuance of Receipt for Goods Not Received. – A warehouse operator or 
his, her or its agent, officer, or employee who issues or aids in the issuance of a warehouse 
receipt, knowing that the goods mentioned therein are not actually in his, her or its custody, 
shall be punished by imprisonment of ten (10) years, or a fine equal to triple the value of the 
goods involved, or both, at the discretion of the court, and the accreditation Of the warehouse 
operator shall likewise be revoked. 
 
SECTION 61. Issuance of Receipt Containing False Statement. – A warehouse operator 
or his, her or its agent, officer, or employee who fraudulently issues or aids in fraudulent 
issuance of a warehouse receipt for goods, knowing that it contains a false statement, shall 
be punished by imprisonment of ten (10) years, or a fine equal to triple the value of the goods 
involved, or both, at the discretion of the court, and the accreditation of the warehouse operator 
shall likewise be revoked. 


 
 
SECTION 62. Creation of Fraudulent Duplicate Receipt. – A warehouse operator or his, 
her or its agent, officer, or employee who issues or aids in issuing a second electronic 
warehouse receipt for goods, knowing that there is an existing prior electronic warehouse 
receipt for the same goods or any part of them, shall be punished by imprisonment of ten (10) 
years, or a fine equal to triple the value of the goods involved, or both, at the discretion of the 
court, and the accreditation of the warehouse operator shall likewise be revoked. This 
provision shall not be applicable if the issuance of a subsequent warehouse receipt was made 
on the basis of an order issued by a court of competent jurisdiction. 
 
SECTION 63. Issue for Warehouse Operator's Goods or Receipts Which Do Not State 
That Fact. – Where goods are deposited with or held by a warehouse operator of which the 
warehouse operator is owner, either solely or jointly or in common with others, such 
warehouse operator, or any of his, her or its agents, officers, or employees who, knowing this 
ownership, issues or aids in issuing a negotiable receipt for such goods which does not state 
such ownership, shall be punished by imprisonment of ten (10) years, or a fine equal to triple 
the value of the goods involved, or both, at the discretion of the court, and the accreditation of 
the warehouse operator shall likewise be revoked. 
 
SECTION 64. Delivery of Goods Without Obtaining Negotiable Receipt. – A warehouse 
operator or his, her or its agent, officer, or employee that delivers goods out of the possession 
of such warehouse operator, knowing that a negotiable receipt, the negotiation of which would 
transfer the right to the possession of such goods is outstanding and uncanceled, without 
obtaining the constructive possession of such receipt at or before the time of such delivery, 
except as otherwise authorized in this Act, shall be punished by imprisonment of ten (10) 
years, or a fine equal to triple the value of the goods involved, or both, at the discretion of the 
court, and the accreditation of the warehouse operator shall likewise be revoked. 
 
SECTION 65. Negotiation of Receipt for Mortgaged Goods. – Any person who deposits 
goods which the person has no title, or upon which there is a lien or mortgage, and who takes 
for such goods a negotiable receipt which was afterwards negotiated for value with intent to 
deceive and without disclosing the want of title or the existence of the lien or mortgage, shall 
be punished by imprisonment of ten (10) years, or a fine equal to triple the value of the goods 
involved, or both, at the discretion of the court. 
 
SECTION 66. Unlawful Release of Goods Covered by Warehouse Receipt. – A warehouse 
operator or his, her or its agent, officer, or employee that releases, without any legal basis, 
any goods covered by an electronic warehouse receipt shall be punished by imprisonment of 
ten (10) years, or a fine equal to triple the value of the goods involved, or both, at the discretion 
of the court, and the accreditation of the warehouse operator shall likewise be revoked. 
 
CHAPTER VII 
FINAL PROVISIONS 
 
SECTION 67. Inter-Connected Registry Information. – Where feasible, the SEC shall 
coordinate with other government agencies in order to link up the Registry provided under this 
Act with other registries. 
 
SECTION 68. Public Information. – All entries in the Registry of electronic warehouse 
receipts shall be available to the public. Likewise, the list of accredited warehouse operators, 
as well as the list of warehouse operators whose accreditation have been revoked, shall be 
available to the public. The SEC shall formulate the guidelines to facilitate the orderly and 
expedient access to such information by the public, in accordance with existing standards 
under Philippine laws. 
 


 
SECTION 69. Dispute Resolution. – Except in cases specifically placed under the jurisdiction 
of the SEC under this Act, as well as cases where the electronic warehouse receipt includes 
a valid arbitration clause, all actions arising from this Act shall fall under the jurisdiction of the 
Regional Trial Courts. 
 
SECTION 70. Appropriations. – The initial funding for the implementation of this Act shall be 
charged against the current operating budget of the SECTION Thereafter, the amount 
necessary for its continued implementation shall be included in the annual operating budget 
of the SECTION 
 
SECTION 71. Implementing Rules and Regulations. – Within ninety (90) days after the 
effectivity of this Act, the SEC shall promulgate rules and regulations for the implementation 
of this Act. 
 
SECTION 72. Cases Not Provided For in this Act. – Any case not provided for in this Act 
shall be governed by the provisions of existing legislation, or in default thereof, by the 
established rules of commerce. 
 
SECTION 73. Application of this Act. – The provisions of this Act do not apply to receipts 
made and delivered prior to the taking effect hereof. 
 
SECTION 74. Separability Clause. – If any provision of this Act is declared invalid or 
unconstitutional, the other provisions hereof which are not affected thereby shall continue to 
be in full force and effect. 
 
SECTION 75. Repealing Clause. – Act No. 2137, otherwise known as the Warehouse 
Receipts Law, is hereby repealed. Any law, presidential decree or issuance, executive order, 
letter of instruction, administrative order, rule or regulation contrary to or inconsistent with any 
provision of this Act is hereby repealed or modified accordingly. 
 
SECTION 76. Effectivity. – This Act shall take effect fifteen (15) days after its publication in 
the Official Gazette or in a newspaper of general circulation. 
 
 
Approved,