SEC Releases Schedule for Filing of Annual Audited Financial Statements and General Information Sheet

On 19 January 2022 the Securities and Exchange Commission (“SEC”) issued SEC Memorandum Circular No. 2 (“MC No. 2”) on the measures for filing of audited financial statements (“AFS”) and General Information Sheet (“GIS”) via Electronic Filing and Submission Tool (“eFAST”):

MC No. 2 provides the following schedule for filing depending on the last numerical digit of their SEC registration or license number of the corporation:

However, the above schedule shall not be applicable to the following: 

1. Those whose fiscal year ends on a date other than December 31, 2021.
2. Those whose securities are listed on the Philippine Stock Exchange (PSE) and those which are covered under Section 17.2 of the SRC. 
3. Those whose AFS are being audited by the Commission on Audit.

The SEC allows the filing of AFS, regardless of last digit of their SEC registration or license number of the corporation on or before first day of the schedule of a corporation. Late filing shall be accepted starting September 16, 2022, subject to prescribed penalties. 

MC No. 2 reminds the covered entities that the AFS must be stamped “received” by the Bureau of Internal Revenue or its authorized banks, and that formal requirements under the Revised Securities Regulation Code (“SRC”) Rule 68 must be complied with, otherwise the corporation may be subjected to applicable penalties. An Auditor’s Report must accompany the AFS if the corporation is within the threshold provided under SRC Rule 68. Otherwise, the AFS must be filed together with a notarized Treasurer’s Certification. 

The GIS shall be filed within thirty (30) calendar days from date of annual stockholders or members meeting. For foreign corporations, it must be counted from the anniversary date of the issuance of SEC license.It must be also noted that all reports are required to be filed via eFAST. Other reports not available in eFAST may be submitted to ictdsubmission@sec.gov. Submission of reports over the counter and/or through mail/courier via SENS is no longer accepted.