*With the introduction of the SEC Online Submission Tool (SEC OST), this article is no longer applicable. Please refer here for up-to-date articles on the SEC OST and SEC OST Enrolment.
On 11 May 2020, the Securities and Exchange Commission issued SEC Memorandum Circular NO. 18-2020, detailing its guidelines for the submission of Audited Financial Statements (AFS) and General Information Sheets (GIS) during the period of filing after the Enhanced Community Quarantine (ECQ). In other words, these guidelines apply to submissions to be made during the extended deadlines.
Please note that these guidelines do not apply to: (a) Publicly-Listed Companies; (b) Issuers of registered securities under the supervision of the Market and Securities Regulation Department; and (c) Investment Companies, Issuers of Proprietary and Non-proprietary Shares/ Timeshares, and Public Companies.
A. GENERAL GUIDELINES APPLICABLE TO BOTH AFS AND GIS
The AFS and/or GIS may be filed through e-mail with the SEC prior to physical filing through SEC Express Nationwide Submission (SENS) with any courier of choice and/or the Philippine Postal Office (PHLPost). In short, filing through email is optional and may be done if you need an approved AFS or GIS prior to lifting of the ECQ.
GENERAL REQUIREMENTS FOR EMAIL SUBMISSIONS
The documents should be in PDF format preferably with text layer.
The submitted documents should contain an electronic signature of the authorized or appropriate representative of the corporation. You may scan the printed and signed copy of the GIS.
The documents should be sent as MIME attachments to an email from a valid company email account of an authorized representative.
The documents may be submitted unnotarized.
The body of the email should contain:
a statement declaring the authenticity of the submitted documents
a commitment to submit physical versions of the exact same submitted documents to the SEC once the state of public health emergency is lifted
the name, corporate address, and mobile number of the authorized representative making the submission
The sender should request for a Return Receipt and a Delivery Status Notification to ensure that the email has been sent and has also been received by the SEC.
For filing through SENS, the mailing matter must be addressed to SEC Head Office, Ground Floor, Secretariat Building, PICC Complex, Pasay City.
All corporations with principal office under the jurisdiction of SEC Extension Office (EO), shall file their reports to the nearest EO. All Satellite Offices shall be temporarily closed for the receiving of reports since all submissions shall be made through SENS.
REQUIREMENTS FOR FILING THROUGH SENS
Filer downloads the SEC Express Nationwide Submission Checklist and Undertaking Form (SENS Form). Choose to mail with Receiving Copy.
Filer accomplishes and signs the SENS Form.
Filer attaches checklist with a signed undertaking to each report to be submitted.
Filer must enclose FOUR (4) sets of the AFS or GIS, SENS Form, and Checklist with Undertaking in an envelope.
Filer proceeds to the nearest courier area of their choice for his offsite submission and pays the service fee and courier fee.
Courier delivers the receiving copy to filer within the agreed period of time
B. GUIDELINES FOR THE FILING OF AFS
The AFS must be 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).
Corporations may submit their AFS through email prior to physical filing through SENS. Please note the email format requirements discussed in Par. A.2 of this article.
The AFS must be sent to either of the following e-mail addresses:
ermdfs1@sec.gov.ph
ermdfs2@sec.gov.ph
DATE CONSIDERED FILED THROUGH EMAIL: For reports filed via email during the quarantine, the reckoning date of receipt shall be the date stated in the Acknowledgment Confirmation.
After filing through email, the AFS must be physically filed through SENS to the SEC head office in Pasay City or to the nearest EO, for those under the jurisdiction of EOs.
Please note the requirements for filing through SENS discussed in Par. A.5 of this article.
DEADLINES FOR FILING OF 2019 AFS THROUGH SENS:
The date of filing through SENS shall depend on the last digit of the corporation’s SEC registration number:
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 for their registration number. However, the last day indicated for the registration number shall be the deadline for submission.
Late filings or filing after respective due dates shall be accepted starting August 10, 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.
6. DIFFERENT DEADLINES FOR FILING OF 2020 AFS THROUGH SENS.
For those with fiscal years ending between 31 January 2020 and 31 March 2020: 60 days from the original filing deadlines
For those with fiscal years ending 30 April 2020: 45 calendar days from the original filing deadline
7. DATE CONSIDERED FILED THROUGH SENS:
The date of mailing, as shown by the registry receipt of the courier, shall be considered as the reckoning date of submission of the AFS.
For reports filed through registered mail, the reckoning date of receipt shall be the date of receipt by PHLPost.
C. GUIDELINES FOR THE FILING OF GIS AND REPORT OF NON-HOLDING OF ELECTION
Corporations may submit their GIS through email prior to physical filing through SENS. Please note the email format requirements discussed in Par. A.2 of this article.
The GIS must be sent to either of the following e-mail addresses:
mlmliwanag@sec.gov.ph
mdtmabuyo@sec.gov.ph
cmdnotice@sec.gov.ph
The Report of Non-Holding of Election may be sent to cmdnotice@sec.gov.ph.
DEADLINE FOR EMAIL FILING: Within 30 calendar days from the actual meeting of stockholders or members.
DATE CONSIDERED FILED THROUGH EMAIL: For reports filed via email during the quarantine, the reckoning date of receipt shall be the date stated in the Acknowledgment Confirmation.
After filing through email, the GIS or Report of Non-Holding of Election must be physically filed through SENS to the SEC head office in Pasay City or to the nearest EO, for those under the jurisdiction of EOs.
Please note the requirements for filing through SENS discussed in Par. A.5 of this article.
DEADLINE FOR FILING THROUGH SENS: Within 30 days from the lifting of the enhanced community quarantine
DATE CONSIDERED FILED THROUGH SENS:
The date of mailing, as shown by the registry receipt of the courier, shall be considered as the reckoning date of submission of the GIS.
For reports filed through registered mail, the reckoning date of receipt shall be the date of receipt by PHLPost.
This article consolidates the following circulars and notices issued by the SEC:
Should you have any questions regarding the filing of AFS and GIS, kindly contact us here.