As part of measures to ease the regulatory burden on the business sector, the Securities and Exchange Commission (SEC) extended the deadlines for the filing of General Information Sheet (GIS) and annual Financial Statements (FS) of corporations.
Financial Statements (FS)
As previously (see Reportorial Requirements), if a corporation’s total assets or total liabilities amounts to P600,000 or more, it must be an Audited Financial Statement (AFS) from an independent certified public accountant (CPA). For other corporations with total assets or total liabilities of than P600,000, the FS may be certified under oath by the corporation’s Treasurer or Chief Financial Officer (CFO).
The extension of deadline for the filing of the FS/AFS, as provided in SEC Memorandum Circular No. 17, series of 2020 (dated 7 May 2020), are as follows:
- Companies with fiscal years ending 31 January 2020 to 31 March 2020 — a period of 60 calendar days from the regular filing deadlines
- Companies with fiscal year ending 30 April 2020 — a period of 45 calendar days from the regular filing deadline
|Fiscal Year-End||Original Filing Deadlines||New Filing Deadlines|
|31 January 2020||30 May 2020||29 July 2020|
|29 February 2020||28 June 2020||27 August 2020|
|31 March 2020||29 July 2020||27 September 2020|
|30 April 2020||28 August 2020||12 October 2020|
The extension of deadlines under MC 17 also covers Annual Reports (SEC Form 17-A) and Audited Financial Statements (AFS) of publicly-listed companies, as well as Annual Reports and AFS of issuers of registered securities other than publicly-listed companies.
GENERAL INFORMATION SHEET
Corporations are required to report, within 30 days from the scheduled date of election, either the: (a) fact of non-holding of election; or (b) names, nationalities, shareholdings, and residence addresses of elected directors, trustees and officers. On the other hand, the filing of the GIS, pursuant to SEC Memorandum Circular No. 2, series of 2020, is 30 calendar days from the date of actual annual stockholders’ meeting for stock corporations, or date of actual annual members meeting of non-stock corporations. In SEC Memorandum Circular No. 9, series of 2020 (dated 10 March 2020), the SEC granted the following extension of deadlines:
I. When election was held
When the election was held, the GIS must be submitted within 30 days from actual meeting through mail (ordinary or registered), private courier, or email at email@example.com firstname.lastname@example.org or email@example.com. The reckoning date of submission of report shall be as follows:
- (i) mail (ordinary or registered): date of mailing as stamped “received” by the post office.
- (ii) Private courier: date of actual receipt of SEC.
- (iii) Electronic means: date of receipt of SEC system, as reflected in the email date and hour. The hard copy shall be filed within 30 days from lifting of the emergency/outbreak, attaching the email notification for ease of reference.
II. Non-holding of annual meeting due to health and safety reasons
Election of directors, trustees or officers originally scheduled between 1 March 2020 to 31 May 2020, that is not held on account of health and safety reasons in relation to the COVID-19 disease, and the corporation has no facilities for remote communication, shall be reported to the SEC through a notice within 30 days from the original meeting date either through mail, courier or by electronic means.
The notice must be accompanied by a statement specifying a new date for election which is within 60 days from the originally scheduled date.
III. Non-holding of annual meeting due to other reasons
The non-holding of election due to reasons other than health and safety, as well as the non-holding of election originally scheduled on dates outside the covered period, shall be reported to the SEC within 30 days from the date of the scheduled election, and shall specify the new date which shall not be later than 60 days from the scheduled date.
The report for non-holding of election in (II) and (III) must be submitted to firstname.lastname@example.org and must contain the following:
- (i) Corporate name;
- (ii) SEC Registration Number;
- (iii) Date of annual meeting per by-laws;
- (iv) Date of actual meeting;
- (v) Reason for the non-holding of meeting;
- (vi) Venue of the intended meeting; and
- (vii) Signed and dated by the Corporate Secretary
The SEC may extend the covered period upon evaluation of ensuing developments relative to COVID-19 and the Enhanced Community Quarantine (ECQ). [See also Post-ECQ Filing Procedure]