The Securities and Exchange Commission Requires Submission of Official and Alternate E-mail Addresses and Cellphone Numbers under Memorandum Circular No. 28, s. 2020

The Securities and Exchange Commission (SEC) issued Memorandum Circular No. 28 (MC No. 28) dated 27 August 2020 requiring corporations, partnerships, associations, and individuals under the jurisdiction and supervision of the SEC to create and/or designate e-mail addresses and cellphone numbers for transactions with the SEC.

MC No. 28 requires the covered entities to submit the following information:

1. Complete name of the corporation, association, partnership, or person;
2. The SEC registration number or identification number;
3. Official electronic mail address;
4. Official cellular phone number;
5. Alternate electronic mail address;
6. Alternate cellular phone number;
7. For corporations, the complete name and signature of the corporate secretary, the person charged with the administration and management of the corporation sole, or the duly authorized representative;
8. For partnerships, the complete name and signature of the managing partner or the duly authorized representative; and
9. For natural persons, his/her signature or his/her duly authorized representative's signature.

If an entity is unable to create an e-mail account for lack of internet access where the principal office is located, only the official and alternate cellular phone numbers shall be required; provided that the authorized representative shall execute the necessary Certification, and without prejudice to the required submission within thirty (30) days from the time when the area where the principal office is located gains access to the internet.

The e-mail addresses and cellphone numbers shall be under the control of any of the following persons:

1. Corporate secretary
2. Person charged with the administration and management of the corporation sole
3. Resident agent of the foreign corporation
4. Managing partner
5. Individual

The covered entities shall submit proof of the authorized representative’s authority to control the e-mail addresses and cellular phone numbers, and to sign and file the submission and the other authorizations/certifications required under MC No. 28.

The cellphone numbers are necessary for every e-mail transmittal from the SEC, which will require multi-factor authentication utilizing mechanisms such as one-time personal identification number scheme or two-step verification. Without the cellphone number, the authorized person may not be able to retrieve the e-mail from the SEC. This is important to note considering that service of notice through the given e-mail addresses and cellphone numbers shall be considered compliance with the notice requirement of administrative due process.

Deadline to Comply; Penalty for Non-Compliance

MC No. 28 required the covered entities under the jurisdiction and supervision of the SEC to submit a valid official e-mail address and official mobile number within sixty (60) days from the effectivity of these rules or no later than 30 December 2020. For pending and future applications, such information should be either indicated on the registration forms or submitted within thirty (30) days from the issuance of the certificate of registration, license, or authority.

SEC Notice dated 28 December 2020 extended the period to comply without penalty to 22 February 2021. Further, corporations, associations and partnerships with certificates of registration issued after 23 January 2021 are given a period of thirty (30) days from the issuance of the Certificate of Registration to comply with SEC MC No. 28, s. 2020 without penalty.

Beginning 23 February 2021, the e-mail addresses and cellular phone numbers shall be included in the General Information Sheet (GIS) or Notification Update Form (NUF) regularly filed with the SEC. If a corporation fails to include the e-mail addresses and cellular phone numbers in the GIS or NUF, such GIS or NUF shall be considered incomplete. Moreover, a corporation, partnership, association, or person who fails to submit the e-mail addresses and cellular phone numbers within the period provided shall be liable to pay Ten Thousand Pesos (Php 10,000.00).

Online and Manual Submission

Notice dated 28 December 2020 amended SEC Notice dated 04 November 2020, which earlier required compliance electronically and manually.

Notice dated 28 December 2020 requires online submission of forms/notices pursuant to MC No. 28 through email to MC28_S2020@sec.gov.ph, while submission of the hard copies (through appointment to ICTD-ERMD Receiving Unit or utilization of courier services of PhilPost) shall be optional.

Click the following to read the hyperlinked copies of the SEC issuances:

• SEC Notice dated 28 December 2020
• SEC Memorandum Circular No. 28, s. 2020with the prescribed forms
• SEC Notice dated 04 November 2020
• SEC Notice dated 20 October 2020