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).