The procedure for filing and receiving of corporate the reportorial requirements under the Revised Corporation Code — Audited Financial Statements (AFS) and General Information Sheet (GIS) — after the Enhanced Community Quarantine (ECQ) has been adopted by the Securities and Exchange Commission (SEC) through Memorandum Circular No. 18, series of 2020, dated 11 May 2020 (see also Extension of Deadlines). This covers all corporations, including branch offices, representative offices, regional headquarters and regional operating headquarters of foreign corporations. Here are the salient points of MC 18.
I. FILING OF AFS and GIS
All corporations shall file their AFS and GIS through the SEC Express Nationwide Submission (SENS) to any courier of their choice and/or Philippine Postal Office (“Philpost”). All corporations with principal office under the jurisdiction of any Extension Offices, shall file their reports to the nearest Extension Office.
- 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.
The AFS, other than the consolidated financial statements, 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).
II. FILING THROUGH ELECTRONIC MAIL
During ECQ: The AFS and GIS may be filed through electronic mail (email), provided that the hard copy is subsequently filed through the SEC Express Nationwide Submission (SENS).
After ECQ: Upon lifting of the ECQ, the corporation may directly file the hard copy of the reports through SENS (courier/Philpost).
III. SCHEDULE OF FILING AFS THRU SENS
To maintain an organized and orderly filing of AUDITED FINANCIAL STATEMENTS, all corporations shall file their AFS through SENS, depending on the last numerical digit of their SEC registration or license number in accordance with the following schedule (filing must be done on or before the first day stated):
|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|
IV. WHO ARE REQUIRED TO SUBMIT AFS, FS
Corporations which do not meet the threshold noted below may submit their Annual Financial Statements accompanied by a duly notarized Treasurer’s Certification only (rather than an Auditor’s Report). The following corporations must submit Audited Financial Statements:
- (1) Stock corporation with total assets or total liabilities of P600,000 or more;
- (2) Non-stock corporations with total assets or total liabilities of P600,000 or more;
- (3) Branch offices/representative offices of stock foreign corporations with assigned capital in the equivalent amount of P1 Million or more;
- (4) Branch offices/representative offices of non-stock foreign corporations with total assets in the equivalent amount P1 Million or more.
- (5) Regional operating headquarters of foreign corporations with total revenues in the equivalent amount of P1 Million or more.
Financial statements of branch offices of foreign corporations licensed to do business in the Philippines by the SEC shall comply with these requirements, unless otherwise determined by the SEC.
V. MANNER OF FILING
Filers of AFS and GIS may choose from two options: (a) SENS; or (b) courier/regular mail.
Procedure for SENS:
- The filer downloads the SENS Checklist and Undertaking Form (SENS Form).
- Filer accomplishes and signs the SENS Form.
- Filer attaches checklist with a signed undertaking to each report to be submitted.
- Filer encloses the documents and accomplished 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.
Procedure for courier/regular mail, with no return copy of reports submitted: Same as above, except the last part (no receiving/return copy is given to the filer).
VI. WHEN DEEMED SUBMITTED/FILED
The following shall be considered as the date of submission of the reports, such as the GIS and AFS:
- By courier: date appearing in the registry receipt
- Registered mail: date of receipt by PhilPost
- Email, during ECQ: date stated in the Acknowledgment Confirmation (AC), which shall be attached to the hard copy of the reports submitted
VII. LATE FILING; PENALTIES
Late filings or filing after respective due dates shall be accepted starting 10 August 2020 thru SENS (Courier or Philpost) and shall be subject to the prescribed penalties which shall be computed from the date of the last day of filing schedule.
Failure to comply with any of the formal requirements under SRC Rule 68, as amended, including the prescribed qualifications for independent auditors and/or any material deficiency or misstatement that may be found upon evaluation of the specific contents thereof, shall be considered a sufficient ground for the imposition of penalties by SEC. The acceptance and receipt by the SEC of the financial statements shall be without prejudice to such penalties.