The Securities and Exchange Commission (SEC) has issued a new Memorandum Circular and two new Notices in the context of COVID-19, as follows:
- SEC Memorandum Circular No. 10, Series of 2020 – This Memorandum outlines the guidelines and procedures for the filing and signing of the GIS, AFS and other reporting requirements via email.
- SEC Notices – These Notices provide guidelines for online or remote filings of applications for Company Registrations and Monitoring Clearances for Amendments to Articles of Association and ByLaws.
We have outlined below the key points of information arising under each of these SEC issuances.
1. SEC Memorandum Circular No. 10, Series of 2020
SEC Memorandum Circular No. 10, Series of 2020 – This Memorandum outlines the guidelines and procedures for the filing and signing of the GIS, AFS and other reporting requirements via email submissions.
The guidelines are intended to facilitate compliance by corporations with all laws, rules, regulations and SEC Memorandum Circulars relating to the submission of reportorial requirements in the context of COVID-19.
Key Points of Information:
- During the Enhanced Community Quarantine period, the SEC will accept electronic copies (i.e. through email) of the following documents:
- General Information Sheet (GIS)
- Audited Financial Statement (AFS)
- All Other General and Special Forms and Letters
- The email addresses to which the documents can be sent will be specified by the SEC.
- The following requirements must be adhered to when submitting these documents via email:
- Documents should be in PDF format, preferably with text layer
- Documents should contain an “electronic signature” as defined in Section 5(e) of Republic Act No. 8792. Further, electronic images of wet or physical signatures of authorized and appropriate representatives will also be recognized.
- Documents should be sent as MIME attachments to the cover email and should be sent from a valid company email account or the email address of the company’s authorized representative.
- The cover email should contain a statement declaring the authenticity of the submitted documents and also a commitment to submit the same documents in physical format once the quarantine period ends. The SEC will confirm a specific date for the subsequent submission of the hard copy documents. The statement in the cover email should include the full name, corporate address and mobile number of the authorized representative making the submission.
- Provided the above requirements are complied with, the documents covered under this Memorandum, which should normally be executed and submitted under oath may be submitted unnotarized via email. However, the subsequent hard copy documents must be notarized prior to submission.
- The email sender should request a Return Receipt and a Delivery Status Notification to confirm the email was actually sent to and received by the SEC.
2. SEC – Notices on Online/Remote Filings
The SEC has issued the following two Notices, both dated 30 March 2020:
- Online Company Registration During the COVID-19 Pandemic
- Remote Filing of Monitoring Clearance For Amendments to Articles of Incorporation and ByLaws
The purpose of these Notices is to provide guidelines on how companies can submit various corporate applications, filings and information to the SEC via email during the current quarantine period.
Key Points of Information:
- The SEC is still accepting online applications for Corporation and Partnership registrations through the Company Registration System (CRS) at https://crs.sec.gov.ph/.
- However, the verification of payments and generation of Certificates of Incorporation or Certificates of Filing of Articles of Partnership may only be released by the SEC after the enhanced community quarantine ends.
- For queries on online registrations, an email can be sent to firstname.lastname@example.org.
- This Notice outlines the procedures for remote or online filing of applications for monitoring clearance of the below corporate activities. These procedures shall remain in place until the Enhanced Community Quarantine period ends.
- Applications for “ordinary amendments” together with all relevant documentary requirements can be scanned, uploaded and sent to email@example.com. Ordinary amendments would include a change of Corporate Name, Business Purpose, Principal Office Address, Term of Existence, Number of Board of Directors/Trustees, Annual Meeting and Fiscal Year End.
- Applications for amendments for an Increase or Decrease of Capital Stock and Mergers and Consolidations can be scanned, uploaded and sent to firstname.lastname@example.org.
- While compliance certificates or payment approvals may be issued by the SEC via email response, physical copies of such approvals/certificates will only be issued when the Enhanced Community Quarantine period ends.
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