SEC Grants Amnesty for Non-Filing and Late Filing of General Information Sheet and Annual Financial Statement and Non-Compliance with MC No. 28, s. 2020

On 15 March 2023, the Securities and Exchange Commission (“SEC”) issued Memorandum Circular (“MC”) No. 2, series of 2023 (“MC 2-2023”) granting amnesty for non-filing and late filing of the General Information Sheet (“GIS”) and Audited Financial Statement (“AFS”) as well as for non-compliance with MC No. 28, series of 2020 (“MC 28-2020”).

Under the rules, all corporations are required to file their GIS within 30 calendar days from: (1) the date of the actual annual stockholders’ meeting for stock corporations; (2) the date of actual annual members’ meeting for non-stock corporations; or (3) the anniversary date of the issuance of the SEC License for foreign corporations. Whereas for the AFS, its filing generally depends on the last numerical digit of a corporation’s SEC Registration license number. In the case of corporations whose fiscal year ends on a date other than 31 December, their AFS may be filed within 120 days from the end of their respective fiscal years. Failure to file the required reportorial requirements in a timely manner would result in the imposition of fines and penalties.

Meanwhile, MC 28-2020 necessitates the creation and designation of an official email and cellphone number for every corporation, association, partnership, and person under its jurisdiction and supervision. An administrative penalty of PHP10,000.00 will be imposed in case of failure to comply with this requirement.

Pursuant to MC 2-2023, the amnesty rates in case of non-filing and late filing of GIS and/or AFS and a violation of the MC 28-2020 requirement are reduced as follows:

It must be noted that the foregoing rates will only apply if the corporation or entity will (1) submit the latest reportorial requirement due at the time of application; AND (2) comply with MC 28-2020 through the MC28 Submission Portal.
For those corporations whose licenses have been suspended and revoked, the applicable amnesty rates are as follows:

To avail of the amnesty, the authorized representatives of domestic corporations or resident agents in case of foreign corporations, must file an Online Expression of Interest Form (“EOI”) (Annex A of MC 2-2023) via the Electronic Filing and Submission Tool (“eFAST”) on or before 30 April 2023. The applicant must present proof of authority and submit the following documentary requirements:

1. Latest due Financial Statement (“FS”) or undertaking to submit FS within 45 calendar days from the issuance of confirmation of payment;
2. Latest Amended FS, if any;
3. Latest due GIS;
4. Latest due Amended GIS, if any; and
5. Proof of Compliance with MC 28-2020.

After the EOI and the proof of MC 28-2020 compliance if a violation of the latter, are uploaded, a Payment Assessment Form (“PAF”) containing the fine to pay, if any, will be issued. This fee must be settled through the Electronic System for Payment to SEC or eSPAYSEC. Once the Official Receipt is generated, the applicant must upload the notarized Application for Amnesty Form (Annex B-1 of MC 2-2023) and other requirements to the eFAST. After submission and evaluation of the submitted documents, a Confirmation of Payment of Amnesty Fees will be issued.

Please note however, that the following entities are excluded from the coverage of the amnesty:

1. Corporations whose securities are listed in the Philippine Stock Exchange (“PSE”);
2. Corporations whose securities are registered but not listed on the PSE;
3. Corporations considered Public Companies;
4. Corporations with intra-corporate disputes;
5. Corporations with disputed GIS; and 
6. Other corporations covered under Section 17.2 of Republic Act No. 8799 or the Securities Regulation Code.

Only those corporations that have filed an amnesty application, secured a PAF and paid through the eSPAYSEC until 30 April 2023 shall be eligible for amnesty under MC 2-2023.