KEY RESPONSIBILITIES

A. Regulatory Compliance (Primary Focus)

1. Ensure the company‘s operations as a lending/financing company comply with all applicable laws, including:

   • Republic Act No. 9474 (Lending Company Regulation Act of 2007) and its Implementing Rules and Regulations (IRR)

   • Republic Act No. 8556 (Financing Company Act) as amended

   • Republic Act No. 3765 (Truth in Lending Act)

   • Republic Act No. 7394 (Consumer Act of the Philippines)

   • Republic Act No. 11765 (Financial Products and Services Consumer Protection Act / FCPA)

   • Republic Act No. 10173 (Data Privacy Act of 2012)

   • Republic Act No. 9160 (Anti-Money Laundering Act, as amended)

2. Manage ongoing compliance with Securities and Exchange Commission (SEC) requirements, including:

   • Maintenance of Certificate of Authority (CA) to operate as a lending/financing company

   • Submission of quarterly, annual and other periodic reportorial requirements (GIS, AFS, Q-Lending)

   • Registration and maintenance of all Online Lending Platforms (OLPs) under SEC Memorandum Circulars

   • Adherence to interest rate ceilings and fee caps under SEC Memorandum Circular No. 14, Series of 2025 (recalibrated EIR cap at 12% per month and total cost cap of 100% of principal)

   • Compliance with unfair debt collection practices prohibition under SEC MC No. 19, Series of 2019

   • Mandatory disclosure requirements under the Truth in Lending Act (standardized disclosures, Key Fact Sheet, APR)

3. Stay abreast of regulatory developments, including the SEC‘s proposed lifting of the moratorium on new OLP registrations (expected April 2026) and the proposed tiered capitalization framework (financing companies: ₱30M for single platform, ₱60M for 2-5 platforms, ₱100M for up to 10 platforms; lending companies: up to ₱50M for 10 platforms)

4. Liaise with Bangko Sentral ng Pilipinas (BSP) on matters concerning e-money issuance, payment systems, or digital banking functions if applicable to the company’s operations

5. Ensure compliance with National Privacy Commission (NPC) regulations, including:

   • Registration as a Personal Information Controller (PIC)

   • Privacy impact assessments and data protection policies

   • Lawful data collection, processing, cross-border data transfer (ensuring adequate protection levels)

   • Breach notification protocols

   • Prohibition on unauthorized contact scraping and social media data harvesting

6. Maintain compliance with Anti-Money Laundering Council (AMLC) requirements, including customer due diligence (KYC), record-keeping, and suspicious transaction reporting

B. Consumer Protection

1. Implement and monitor compliance with the Financial Consumer Protection Act (FCPA, RA 11765) , ensuring the company upholds the five core rights of financial consumers: (a) equitable and fair treatment; (b) disclosure and transparency; (c) protection of consumer assets; (d) data privacy; and (e) timely complaint redress

2. Draft, review, and maintain compliant loan/installment agreements, disclosure statements, promissory notes, and terms and conditions for mobile applications and websites, ensuring:

   • Compliance with Truth in Lending Act disclosure requirements

   • Adherence to SEC MC No. 14, Series of 2025 interest rate caps and total cost cap

   • Clear and conspicuous presentation of interest rates, fees, penalties, APR, and total amount payable

3. Develop and oversee the company‘s Complaint Handling Mechanism in compliance with FCPA requirements

4. Ensure marketing and advertising materials comply with truth-in-advertising rules under the Consumer Act and joint SEC guidelines on digital lending advertisements

C. Contract Management & Commercial Legal Support

1. Draft, review, and negotiate a wide range of commercial agreements, including:

   • Retailer/merchant partnership agreements for mobile phone installment sales

   • Vendor/supplier contracts

   • Technology service agreements (software licensing, cloud services, API integrations)

   • Outsourcing and third-party processor agreements

   • Employment and contractor agreements

   • Lease and office-related contracts

2. Provide legal guidance on corporate structuring, governance, and shareholder matters

3. Support business development teams with legal due diligence for partnerships and strategic initiatives

D. Risk Management & Litigation

1. Identify, assess, and mitigate legal and regulatory risks across the company‘s operations

2. Manage external counsel relationships and oversee any litigation, arbitration, or regulatory proceedings involving the company

3. Handle pre-litigation disputes, including consumer complaints escalated to the SEC, NPC, DTI, or courts

4. Develop and implement internal policies and procedures to prevent legal violations, including:

   • Code of Conduct

   • Data Privacy Manual

   • Anti-Money Laundering (AML) / Counter-Terrorism Financing (CTF) Program

   • Debt Collection Policy (compliant with SEC MC No. 19, Series of 2019)

   • Whistleblower policy

5. Conduct periodic internal legal and compliance audits

E. Advisory & Training

1. Provide timely and practical legal advice to senior management on regulatory developments, business initiatives, and risk mitigation strategies

2. Conduct regular training sessions for employees on:

   • Fair debt collection practices

   • Data privacy obligations

   • Consumer protection requirements

   • Anti-money laundering protocols

   • Contract management best practices

3. Act as the company’s liaison with government regulators, including the SEC, NPC, DTI, and AMLC, on all legal and compliance matters

F. Corporate Governance

1. Ensure compliance with the Revised Corporation Code of the Philippines (RA 11232) , including maintenance of corporate books, records, and minutes

2. Prepare and file all required corporate documents with the SEC, including General Information Sheets (GIS), Audited Financial Statements (AFS), and amendments to Articles of Incorporation

3. Advise the Board of Directors on corporate governance best practices and compliance with beneficial ownership disclosure requirements

QUALIFICATIONS

Education & Professional Qualifications

• Bachelor of Laws (LL.B.) or Juris Doctor (J.D.) degree from a recognized Philippine law school

• Member of the Philippine Bar in good standing

• Notary Public commission (or willingness to obtain)

Experience

• Minimum 5–7 years of relevant legal experience, with at least 3 years in the fintech, lending, banking, or consumer finance industry in the Philippines

• Demonstrated experience with SEC regulatory compliance for lending/financing companies, including OLP registration and reportorial requirements

• Proven track record of drafting and negotiating commercial contracts

Technical Knowledge

• Deep understanding of Philippine regulatory framework for lending and financing companies, including RA 9474, RA 8556, RA 3765 (Truth in Lending Act), RA 7394 (Consumer Act), and their respective IRRs

• Working knowledge of SEC Memorandum Circular No. 14, Series of 2025 (recalibrated interest rate and fee caps: 12% monthly EIR, 6% monthly nominal rate, total cost cap of 100% of principal)

• Familiarity with SEC Memorandum Circulars on online lending platforms: MC No. 18, Series of 2019 (OLP registration), MC No. 19, Series of 2019 (unfair collection practices), and the proposed MC to lift the moratorium on new OLP registrations (expected April 2026)

• Knowledge of Financial Products and Services Consumer Protection Act (RA 11765) and its IRR

• Understanding of Data Privacy Act (RA 10173) and NPC regulations, including cross-border data transfer rules and prohibition on contact scraping

• Familiarity with AMLC registration and reporting obligations for lending companies

• Knowledge of CIC (Credit Information Corporation) registration and credit data submission requirements

Skills & Competencies

• Excellent legal drafting, analytical, and problem-solving skills

• Strong business acumen and ability to translate legal requirements into practical business solutions

• Effective communication and negotiation skills, with fluency in English (both written and spoken)

• Proficiency in Filipino (Tagalog) is highly advantageous

• Ability to manage multiple priorities and work under pressure in a fast-paced environment

• High ethical standards and integrity

• Proficiency in legal research using online databases (e.g., LawPhil, CDAsia, official government websites)