TIONGCO SIAO BELLO & ASSOCIATES LAW OFFICES
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 https://cifss-ost.sec.gov.ph/user/login.
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”).
II. GENERAL INFORMATION SHEET
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.