The basic reportorial requirements for corporations registered with the Securities and Exchange Commission (SEC) are the General Information Sheet (GIS) and the annual Financial Statements (FS). The provisions under the old Corporation Code have been substantially revised.
The old Corporation Code simply provides that: “Every corporation xxx shall submit to the Securities and Exchange Commission an annual report of its operations, together with a financial statement of its assets and liabilities, certified by any independent certified public accountant in appropriate cases, covering the preceding fiscal year and such other requirements as the Securities and Exchange Commission may require.”
This “annual report” is the General Information Sheet (GIS), a term now explicitly used in the Revised Corporation Code. Sec. 177 of the RCC provides that except as otherwise provided, every corporation (domestic or foreign) doing business in the Philippines shall submit both the FS and GIS annually and within the period by SEC.
The filing of annual financial statements is required.
- If the 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).
- If the corporation’s total assets or total liabilities amounts to less than P600,000, the FS may be certified under oath by the corporation’s Treasurer or Chief Financial Officer (CFO).
GENERAL INFORMATION SHEET
The GIS is filed every year. The new regulations require that beneficial ownership must be declared in the GIS. Where a corporation is owned through multiple layers, any intermediate layers of the company’s ownership structures should be fully identified. Such information shall be declared in the GIS and illustrated in an ownership chart to be attached thereto clearly showing the intermediate layers with their respective ownership amounts. [See Beneficial Ownership: Layers in Corporations must be Disclosed in the General Information Sheet (GIS)]
ADDITIONAL REPORTS FOR PUBLIC CORPORATIONS
Corporations vested with public interest must also submit the following:
- (b) A director or trustee appraisal or performance report and the standards or criteria used to assess each director or trustee.
EFFECT OF FAILURE TO FILE
The SEC may place the corporation under delinquent status in case of failure to submit the reportorial requirements 3 times (consecutively or intermittently) within a period of 5 years. [RCC, S177; See also Penalties for Incomplete, Inaccurate, False or Misleading Reports]
The SEC shall give reasonable notice to and coordinate with the appropriate regulatory agency prior to placing under delinquent status companies under their special regulatory jurisdiction.
Any person required to file a report with the SEC may redact confidential information from such required report. Such confidential information shall be filed in a supplemental report prominently labelled “confidential”, together with a request for confidential treatment of the report and the specific grounds for the grant thereof.