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RE: SEC Advisory on Annual Reports


Dec 19, 2022

On 6 December 2022, the Securities and Exchange Commission (“SEC”) issued its
Memorandum Circular No. 9, Series of 2022 (“MC No. 9”), which provides for the guidelines
in the

Pursuant to SEC’s Memorandum Circular No. 9, all stock and non-stock corporations are required to submit their annual reports through the SEC Electronic Filing and Submission Tool (eFAST) 1 which may be accessed through

The regulator will not accept submissions passed over the counter or through courier as part of its zero face-to-face transaction policy.

I. Schedule of Audited Financial Statements (AFS) and General Information Sheets (GIS) of Corporation Starting Next Year:

The schedule of AFS submission will be based on the last digit of a corporation’s license number excluding those whose fiscal year ends on a date other than December 31. Thus:

1. License number ending in 1 or 2 : May 2 to 5

2. License number ending in 3 or 4 : May 8 to 12

3. License number ending in 5 or 6 : May 15 to 19

4. License number ending in 7 or 8 : May 22 to 26.

5. License number ending in 9 or 0 : May 29 to June 2

A. Non-Applicability of the Annual Filing Schedule

The above schedule will not apply to the following: a. Corporations with fiscal years not ending on December 31. Instead, they are

required to file their AFS within one hundred twenty (120) calendar days from the

end of their fiscal year.

b. For broker-dealers, their annual reports are required to be submitted depending on

the last digit of their registration number except for those with fiscal years ending on

a date other than December 31 who are required to file within 110 days after the

close of their fiscal years.

c. Listed companies, non-listed companies and companies covered under the Securities

and Regulation Code (SRC) are required to file their AFS within 105 calendar days

after their fiscal year as an attachment to their annual report.

d. Corporations whose AFS is audited by the Commission on Audit (“CoA”) are

exempted from the coding schedule but are required to attach a duly signed affidavit

attesting that they timely provided the auditor with their statements and a CoA

confirmation letter.

SEC have also provided that Corporations which submitted their reports late will be

subject to the prescribed penalties computed from the last date of the aforementioned filing

schedule. And that it would accept late filings starting on June 5, 2023 and clarified that

corporations that will fail to follow the requirements can be penalized in accordance with

the Securities Regulation Code (“SRC”).


1. The GIS must be filed within 30 calendar days after their actual annual

stockholders’ meeting and from the anniversary date of the issuance of the SEC

license for foreign companies.

2. The GIS forms can be downloaded from the SEC website except for one-person

corporations, non-stock corporations, branch offices of foreign corporations, and

regional headquarters of multinational companies.

III. SUBMISSION DATE AS RECEIPT DATE; REASONS FOR REVERSION The reckoning date for the receipt of reports is the date they are initially

submitted through eFAST, if the filed report is compliant with the requirements

stated above.

The SEC shall accept all reports filed through eFAST regardless of their form

and contents. Reports will be reverted only for the following reasons:

(a) Poor image quality (e.g., blurred and unreadable);

(b) Horizontal image orientation;

(c)Wrong company profile; and

(d) Wrong period covered.

A report which is reverted, is considered not filed or not received. A notification will

be sent to the filer, stating the reason(s)for the rejection of the report in the remarks box

based on the reasons stated above.

We hope to have guided you in this matter.

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