Corporate

Filing of AFS/ARs and GIS with the SEC During and After the ECQ

Updated as 26 May 2020

  • General Rules on Filing of Audited Financial Statement (AFS) and General Information Sheet (GIS) After the ECQ

In Securities and Exchange Commission Memorandum Circular No. (SEC MC No.) 18, series of 2020 dated 11 May 2020, the SEC provided guidelines on the filing of Audited Financial Statements (AFS) and General Information Sheets (GIS) after the Modified Enhanced Community Quarantine (MECQ):

  1. All corporations shall file thru the SEC Express Nationwide Submission (SENS) to any courier of their choice and/or Philippine Postal Office. All corporations with principal office under the jurisdiction of any of our Extension Offices (EO), shall file their reports to the nearest EO.
  2. All SEC Satellite Offices shall be temporarily closed for receiving of reports. All filings shall be delivered to the SEC Head Office, Ground Floor, Secretariat Building, PICC Complex, Pasay City by the Philpost and/or courier.
  3. Filing of GIS and AFS through email prior to the submission of the hardcopy through SENS is allowed. However, upon lifting of the ECQ, the corporation may directly file the hardcopy of the reports through SENS.
  4. The AFS, other than the consolidated FS, shall have the stamped “received by the Bureau of Internal Revenue (BIR) or its authorized banks,” unless the BIR allows an alternative proof of submission for its authorized banks (e.g. bank slips)
  5. All filers of GIS and AFS regardless of the number of reports to be filed at SEC, may choose to avail of the following options:

SENS

Any Courier/Regular Mail with no return copy of reports submitted

Download, accomplish and attach SENS Form to each report to be submitted.

Download, accomplish and attach SENS Form to each report to be submitted.

Enclose documents with duly accomplished and attached SENS Form in an envelope, and file to the nearest courier area of choice.

Enclose documents with duly accomplished and attached SENS Form in an envelope, and file to the nearest courier area of choice or post office.

Courier delivers receiving copy to filer within the agreed period of time.

The date of mailing of reports such as the GIS and AFS, as shown by the registry receipt of the courier, shall be considered as the reckoning date of submission of the GIS and AFS. For reports filed through registered mail in the Philippine Postal Corp., the reckoning date of receipt shall be the date of receipt by the PhilPost.

For reports filed through email during the CQ, the reckoning date of receipt shall be the date stated in the Acknowledgment Confirmation (AC) stated in the email as attached to the hard copy of the reports submitted.


Specific Rules on Filing of AFS and GIS During the ECQ


  • Annual Reports (AR) / AFS

In light of the declaration of Enhanced Community Quarantine (ECQ), the SEC MC No. 5 series of 2020 dated 12 March 2020 extended the filing of ARs and/or AFS for period ending 31 December 2019 for companies whose preparation of financial statements or completion of statutory audits are affected by the quarantine, as follows:

With domestic operations only

Until 30 June 2020

With domestic and foreign operations

Until 30 June 2020 or 60 days from lifting of travel restrictions/ban, whichever comes later

The extension granted shall require:

Document

Requirements

AR (SEC Form 17-A) of Publicly-Listed Companies (PLCs)

  • Companies with granted extension to file SEC Form 17-A shall also receive the benefit of extension for their Quarterly Reports (SEC Form 17-Q).
  • SEC Form 17-LC filed not later than five (5) days before the regular filing. For PLCs, SEC Form 17-LC must be filed through PSE EDGE. For other concerned companies, it must be filed by emailing to msrd_covid19@sec.gov.ph.
  • Continuous observance of disclosure obligations under the Securities and Regulations Code and Philippine Stock Exchange Consolidated Listing and Disclosure Rules. Disclosure, if required, must be made immediately.
  • An indicative date to convene the Annual Stockholders’ Meeting

[Note: Per SEC Notice dated 18 March 2020, the SEC has dispensed with the following requirements:

  • · Sworn certification, with attestations required under the MC, signed by the President and Treasurer
  • · Sworn certification by external auditor, with attestations required under the MC]
  • Filing of Quarterly Reports (SEC Form 17-Q) is also extended.

[Note: Per SEC Notice dated 03 April 2020, the SEC has dispensed with the requirement of written request through the Markets and Securities Regulation Department for the extension of time not later than five (5) days before the filing deadline.]

ARs and/or AFS for Companies that are Not Publicly-Listed

[Note: Per SEC Notice dated 18 March 2020, the SEC has dispensed with the following requirements earlier listed in MC No. 5:

  • · Sworn certification, with attestations required under the MC, signed by the President and Treasurer
  • · Sworn certification by external auditor, with attestations required under the MC]

In effect, the filing of the ARs and/or AFS within the extended period shall suffice.

Per SEC MC No. 18, corporations shall file AFS with fiscal year ending 30 November 2019 and 31 December 2019, observing the basic component of AFS prescribed under SRC Rule 68, thru SENS according to the following coding schedule depending on the last numerical digit of SEC registration or license number:

June 29,30, July 1, 2, 3, 6, 7,8, 9, 10 : 1 and 2

July 13, 14, 15, 16, 17 : 3 and 4

July 20, 21, 22, 23, 24 : 5 and 6

July 27, 28, 29, 30 : 7 and 8

August 3, 4, 5, 6, 7 : 9 and 0

Filing of ARs and AFS with fiscal year ending 31 December 2019 or on dates other than 31 December 2019 shall follow the deadlines stated in SEC MC Nos. 5 and 17, s. of 2020. Publicly-listed companies, issuers of registered securities under the supervision of the Market and Securities Regulation Department, and Investment Companies, Issuers of Proprietary and Non-Proprietary Shares/Timeshares. and Public Companies shall observe the filing deadline of 30 June 2020.

All corporations may file their AFS thru SENS regardless of the last numerical digit of their registration or license number on or before the first day stated in the above coding schedule in paragraph 5 pertaining to the said digit.

Late filings or filing after respective due dates shall be accepted starting 10 August 2020 thru SENS and shall be subject to the prescribed penalties which shall be computed from the date of the last day of filing schedule stated in paragraph 5.

  • GIS

In Memorandum Circular No. 9, series of 2020 dated 18 March 2020, the SEC provided the guidelines on extended filing of GIS as follows:

Where Election of Directors, Trustees, and Officers was held prior to ECQ

GIS shall be submitted within thirty (30) days from actual meeting through:

  1. ordinary or registered mail, in which case the date of submission shall be the date of mailing as stamped “received” by the post office
  2. private courier, in which case the date of submission shall be date of actual receipt of SEC
  3. email at mlmliwanag@sec.gov.ph mdtmabuyo@sec.gov.ph or cmdnotice@sec.gov.ph, in which case the date of submission shall be date of receipt of SEC as reflected in the email date and hour; and provided that the hard copy shall be filed within thirty (30) days from lifting of the emergency/outbreak and attaching the email notification.

No Meeting for Election of Directors or Officers due to COVID-19:

  • originally scheduled between 01 March 2020 – 31 May 2020
  • without access to facilities for remote communication

This is without prejudice to:

  1. a later finding that the initially reported non-holding due to health and safety reasons is actually due to other causes (as prompted by a stockholder/member or director/trustee).
  2. SEC directing issuance of notice stating the time and place of the election if found that non-holding is unjustified.
  1. Submit a notice to the SEC within thirty (30) days from the original meeting date through mail, courier or electronic means (cmdnotice@sec.gov.ph). Notice shall contain details specified under Sec. 4 of MC No. 9.
  2. Notice must be accompanied with a new date for election within sixty (60) days from the originally scheduled date.

No Meeting for Election of Directors or Officers due to causes other than COVID-19 (including meeting not held on originally scheduled date outside the covered period)

GIS shall be filed within thirty (30) days from holding of actual meeting subsequent to the report of non-holding of meeting. Said submission shall be subject to penalty.


Manner of Online Filing with the SEC


In Memorandum Circular No. 10 dated 20 March 2020, the SEC issued the following guidelines on the submission of ARs/AFS, GIS and all other general and special forms and letters during the ECQ:

  1. The documents must be in PDF preferably with text layer.
  2. The documents must contain an electronic signature defined in Section 5 (e) of Republic Act No. 8792. Electronic images of wet or physical signatures affixed to the documents shall be recognized.
  3. The documents should be sent as Multipurpose Internet Mail Extensions (MIME) attachments to an email from a valid company email account/address of the authorized representative.
  4. The documents may not be notarized, provided that the signatory shall be held accountable under the appropriate provisions of the Revised Corporation Code.
  5. The body of the email should contain:


A statement declaring the authenticity of the submitted documents and a commitment to submit physical versions of the exact same submitted documents to the SEC once the state of Public Health Emergency is lifted.

  1. The full name, corporate address, and mobile number of the authorized representative making the submission.
  2. The sender should request a Return Receipt and a Delivery Status Notification to ensure that the email has been sent and has also been received by the SEC.


The SEC shall set and announce a specific date for submission of the duly notarized hard copies of the documents. [Note: See SEC MC No. 18]

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