SEC Changes Deadlines for the filing of AFS and GIS

The Securities and Exchange Commission (Commission) released the schedule for the filing of the Annual Financial Statements (AFS) and General Information Sheets (GIS) for the year 2024.

On 27 January 2024, the Commission issued Memorandum Circular No. 2, Series of 2024 (MC 2-24) outlining the schedule and deadlines for the filing of the annual reports of Corporations.

Under MC 2-24, all corporations, both stock and nonstock, shall file their AFS and GIS through the SEC Electronic Filing and Submission Tool (eFAST) which may be accessed at https://efast.sec.gov.ph/, in compliance with the zero-contact policy and automation of business-related transactions mandated by Republic Act No. 11032, otherwise known as the Ease of Doing Business and Efficient Government Service Delivery Act of 2018.

The deadline for all corporations, including branch offices, representative offices, regional headquarters, regional operating headquarters of foreign corporations, and those under the jurisdiction of the SEC Extension Offices, whose fiscal years end on 31 December 2023, to file their AFS depends on the last numerical digit of their SEC registration or license numbers.

Corporations whose SEC registration or license numbers end in 1 and 2 shall file their AFS from April 29 to May 10; May 13 to 24 for those ending in 3 and 4; May 27 to June 7 for those ending in 5 and 6; June 10 to 21 for 6 and 7; and June 24 to July 5 for 9 and 0, whereas, corporations whose fiscal years on a date other than 31 December 2023 shall file their AFS within 120 calendar days from the end of their respective fiscal years.

Brokers and dealers whose fiscal years end on 31 December 2023 shall file their Annual Audited Financial Statement (SEC Form 52-AR) with the Commission on 30 April. Those with fiscal years ending on a date other than 31 December 2023 shall file their SEC Form 52-AR within 120 days from the end of their respective fiscal years.

Corporations whose securities are listed on the Philippine Stock Exchange (PSE), those whose securities are registered but not listed on the PSE, those considered as public companies, and other entities covered under Section 17.2 of the Securities Regulation Code (SRC) shall file their AFS within 105 calendar days from the end of their respective fiscal years as attachment to their Annual Reports. Non-listed registered issuers of securities which filed SEC Form 17-EX for 2024 shall observe the applicable AFS filing period prescribed for corporations in general.

Lastly, corporations whose AFS are being audited by the Commission on Audit (COA) are exempted from the abovementioned filing schedule, provided that they submit their AFS together with an affidavit signed by the President or Treasurer attesting to the fact that the corporation timely provided the COA with the financial statements and supporting documents and that the audit of the COA had just concluded, and a letter from COA confirming such attestation.

The Commission will accept late filings of the AFS starting on 8 July 2024.

Stock corporations, nonstock corporations, and foreign corporations shall file their GIS with the Commission within 30 calendar days from the date of the annual stockholders’ meeting, date of actual annual members’ meeting, and the anniversary date of the issuance of their SEC licenses, respectively.

Late filings of the reports will result in the imposition of fines and penalties.

For more information, see the full Memorandum Circular at https://www.sec.gov.ph/mc-2024/sec-mc-no-02-series-of-2024/#gsc.tab=0

ICYMI: SEC Grants Amnesty for Non-Filing and Late Filing of Reportorial Requirements

In case you failed to file and or you belatedly filed your General Information Sheet (GIS) and Annual Financial Statement (AFS) at any time in the past, the Securities and Exchange Commission (SEC) is granting amnesty to corporations for non-compliance with reportorial requirements. 

Recently, the SEC issued SEC Memorandum Circular No. 2, Series of 2023 (MC No. 02 s. 2023) providing the guidelines and procedure on how you can avail amnesty on fines and penalties which you would have incurred for failing to file or belated filing of GIS and AFS, and for failing to comply with SEC Memorandum Circular No. 28, Series of 2020 (MC No. 28 s. 2020).

Amnesty Rates and Covered Violations 

Under MC No. 02 s. 2023, the SEC is given the authority to grant an amnesty on any unassessed and/or uncollected fines and penalties to all corporations that failed to file, or belatedly filed their GIS and AFS, and failed to comply with MC No. 28 s. 2020. 

Delinquent corporations or corporations that failed to file, or belatedly filed their GIS and AFS can avail of an amnesty rate of P5,000.00. This amnesty rate will encompass all violations relating to non-filing and late filing of GIS and AFS. 

To illustrate, if you failed to file your GIS for fiscal years 2020, 2021, and 2022, you will only need to pay an amnesty rate of P5,000.00 instead of paying the original penalty of P10,000.00 each for non-submission plus P100 per day of delay for the non-compliance of the submission requirements with the Commission. 

Meanwhile, a corporation that failed to comply with MC No. 28 s. 2020, the amnesty applicable is a waiver of the original P10,000 penalty. 

For suspended and revoked corporations, including those that have already filed for the lifting of their suspended/revoked status, the applicable amnesty rate is a 50% reduction of the assessed fines which also encompasses all violations relating to the non-filing and late filing of GIS and AFS.  For non-compliance with MC No. 28 s. 2020, the amnesty applicable is a waiver of the original P10,000 penalty. 

Covered and Excepted Corporations

As a rule, all corporations may avail of the grant of amnesty. These corporations include branch offices, representative offices, regional headquarters, and regional operating headquarters of foreign corporations and foundations. 

However, the following corporations are excluded and cannot avail of the amnesty: (a) Corporations whose securities are listed on the Philippine Stock Exchange (PSE); (b) Corporations whose securities are registered but not listed on the PSE; (c) Corporations considered as Public Companies; (d) Corporations with the intra-corporate dispute; (e) Corporations with disputed GIS; and (e) Other corporations covered under the Securities Regulation Code. 

Filing of Application to avail Amnesty

To avail of the amnesty, the duly authorized representative of your corporation shall file an Online Expression of Interest Form (EOI) (see Annex A of MC No. 02 s. 2023) on or before April 30, 2023, via the Electronic Filing and Submission Tool (eFAST). You must also present proof of your authority which maybe in a form of a  Notarized Secretary’s Certificate or a Board Resolution. 

After uploading of EOI and proof of MC No. 28 compliance, the eFAST will automatically generate a Payment Assessment Form (PAF) with an amount of Five Thousand Pesos (Php 5,000.00) reflecting the fixed amnesty amount. You must settle this fee through the Electronic System for Payment to SEC (eSPAYSEC) only, where the electronic Official Receipt (OR) is generated. Once the payment is settled, you will have to upload the Notarized Application for Amnesty Form (see Annex B-1 of MC No. 02 s. 2023). 

Subsequently, once the submitted documents have been evaluated and deemed compliant, a Confirmation of Payment of Amnesty Fees will be issued to your registered email address.

To view the entire text of SEC Memorandum Circular No. 2, Series of 2023, click this link (​​https://www.sec.gov.ph/mc-2023/sec-mc-no-02-series-of-2023/#gsc.tab=0).