Investing raises important questions about custody and ownership, especially when brokers fail or when shares are held for decades. In this blog, we take a closer look at how share ownership, custody, and settlement work in the Philippines, making it easy for anyone to understand.

We were chatting in our Facebook investing group the other day, and the conversation got pretty lively. One of us asked:
"Guys, 20 years from now, if DragonFi or any broker goes bankrupt, what happens to our stocks? Can we still get them back?"
Someone jumped in: "Don’t worry, the shares aren’t owned by the broker — they’re yours. There’s a custodian involved."
Another chimed in: "Yeah, you can even contact BSP or the company’s Investor Relations for old physical certificates."
Then another person worried aloud: "But what if I’ve been holding stocks for decades? Will they really be safe?"
The discussion kept going, with everyone trying to piece together what happens behind the scenes. This isn’t just theoretical — it’s a real concern for anyone investing in the stock market, especially for long-term investors. So let’s unpack it in a way that’s clear, practical, and actionable.
Quick primer before the list: the market has distinct roles with investors as beneficial owners, brokers as intermediaries, and the central depository as custodian/registry. The short bullets below explain how those roles interact in practice.
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When you buy shares through a broker, you, the investor, are the beneficial owner. The broker only acts as an intermediary.
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For PSE listed companies under the system of Philippine Depository & Trust Corp. (PDTC), most shares are not issued as physical certificates. Instead, they are held electronically through a “book-entry / scripless” system.1
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PDTC acts as the central depository and registry. It holds the “legal title” via a nominee corporation (e.g. PCD/PDTC Nominee), while you remain the beneficial owner.2
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Because of this structure, your shares are not entwined with a single broker’s assets. They exist in the central depository, separate from whatever happens to your broker.23
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For investors holding PSE stocks that pay dividends, PDTC’s registry ensures these dividend payments are properly credited to the beneficial owner, whether through the broker or directly via the depository system
In short: buying shares through a broker doesn’t mean “the broker owns your shares.” The system ensures you own them, and they’re held centrally, not with the broker.
What Happens If a Broker Fails or Shuts Down?
In plain terms: if your broker fails, the way shares are lodged and recorded determines how easily you (or a new broker acting for you) can reclaim or transfer them. Below are the common outcomes under the current PDTC/market setup.
Thanks to this custodial and depository structure:
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Shares remain legally yours - even if your broker fails, your holdings stay lodged with PDTC (via nominee).23
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Records are electronic, so your holdings can be transferred to another broker if needed.14
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Settlement, clearing, custody - these functions are handled by regulated institutions distinct from the broker.4
Therefore: a broker’s bankruptcy or shutdown doesn’t automatically cause loss of your stocks, provided your shares were correctly lodged via PDTC.
These are the main reasons the depository model reduces investor risk compared with raw paper certificates or an unregulated custody setup.
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PDTC is a licensed and regulated depository in the Philippines. It provides custody, registry, settlement, and safekeeping for listed securities.5
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The shift to “scripless” (book-entry) trading removes many risks associated with physical certificates: loss, theft, damage, fake certificates, or misplacement.12
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There is a clear separation between beneficial ownership (you) and legal title & custody (PDTC/nominee) — protecting you in case of broker insolvency or mismanagement.23
This setup provides meaningful protection to investors — especially those holding investments for years or decades.
What You Should Do as an Investor?
Here are some practical checklist before or after investing. Make sure to:
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Confirm your broker uses PDTC to custody your shares. Verify they use book-entry / lodgment.
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Keep documentation: transaction confirmations, monthly statements, correspondence.
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Use only licensed and regulated brokers.
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Avoid depending on old physical certificates, if possible. Consider converting them into PDTC-booked shares for safer custody.
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Occasionally check and verify your holdings are properly lodged, even if you’re not trading actively.
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Stay informed: know how the system works, your rights, and what to do in worst-case scenarios.
Frequently Asked Questions (FAQ)
Q: Do I need a physical certificate to prove I own the shares?
Not necessarily. Under the current Philippine stock market setup, most PSE-listed securities, covering different sectors and industries, are held in a “book-entry” (scripless) system under PDTC custody. 12
Q: If my broker goes bankrupt, do I need to file a claim to recover my shares?
Not really. Since shares are held in PDTC (not the broker), they should remain safe. You may only need to contact a new broker to facilitate the transfer.
Q: Who oversees PDTC and ensures the system works properly?
PDTC operates under regulatory oversight and works with the PSE and other regulated clearing/settlement participants, as part of the market's infrastructure.5
Q: Is this system 100% foolproof?
No system is without any risk. But by using central depository + regulated custody + good record-keeping, the major risks (loss of share ownership due to broker issues) are significantly mitigated compared to relying on paper certificates or a single broker only.
Key Takeaways
When you buy shares through a licensed broker in the Philippines you remain the beneficial owner; most PSE-listed securities are held electronically at the Philippine Depository & Trust Corp. (PDTC) under a book-entry or scripless system rather than as individual physical certificates.
Because PDTC holds legal title via a nominee structure and keeps central electronic records, your holdings are separate from your broker's assets and can be transferred to another broker if needed, which means a broker shutdown does not automatically cause loss of your shares provided they were properly lodged.
The market's settlement and custody processes are regulated and designed to reduce risks; still, investors should keep records, verify lodgment, use licensed brokers, and consider converting old physical certificates into PDTC-booked holdings for safer custody.
References
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Who are the Market Participants? - PSE Academy. Explanation of PDTC as the central depository and the book-entry / scripless trading system. (https://www.pseacademy.com.ph/reading_materials/who-are-the-market-participants/)
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PDS Group / PDTC pages - PDTC depository rules and nominee arrangements (legal title via PCD/PDTC nominee; beneficial ownership remains with investor). (https://www.pds.com.ph/)
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Market infrastructure / custody notes explaining that securities are lodged at PDTC and are held independently of broker assets. (https://www.clearstream.com/clearstream-en/res-library/market-coverage/settlement-process-philippines-1280470)
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Settlement and transfer mechanics showing how lodged securities may be transferred and settled between custodians and brokers. (https://www.clearstream.com/clearstream-en/res-library/market-coverage/market-profile-philippines-1282880)
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PSE (Investing at PSE) / legal & regulatory references - PDTC’s role under the market legal framework and the PSE’s overview for investors. (https://www.pse.com.ph/investing-at-pse/)
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Dividends and Shareholder Entitlements via PDTC - Philippine Depository & Trust Corp. Explanation of how cash and stock dividends are credited to beneficial owners through PDTC’s registry, either via the broker or directly to depository accounts. (https://documents.pse.com.ph/CircularOPSPDF/CN-2025-0021.pdf)