The SEC has recently issued a new mandate for corporations in the Philippines to complete their annual financial reporting obligations via a new online system.
This new online filing requirement applies to Audited Financial Statements (AFS), General Information Sheets (GIS) and other forms of financial reports that registered corporations in the Philippines are required to submit.
Below, we outline the requirements of this new SEC mandate and identify what it means for corporations and financial reporting in the Philippines!
What is SEC Memorandum Circular No. 3, Series of 2021?
The SEC recently issued Memorandum Circular No. 3, Series of 2021, entitled “Schedule and Procedure For the Filing of Annual Financial Statements, General Information Sheet and Other Covered Reports”.
The origin of this new Memorandum Circular is based on various historic Republic Acts, Orders and laws which were focused on a number of related objectives including:
- Increasing the ease of doing business in the Philippines by automating business-related transactions and seeking to limit the need for physical contact points with government agencies.
- Moving to more sustainable and energy efficient practices with less paper; and
- Preventing/minimizing the spread of COVID-19 within the Philippines.
When is MC No.3 of 2021 Effective?
It has already come into effect!
The Memorandum Circular was dated 9 March 2021 and became effective immediately after its publication in two newspapers of general circulation in the Philippines.
The enrolment process for the new online filing system for SEC registered corporations opened on 15 March 2021! All stock corporations are required to enrol with the system before 15 December, 2021 – at the latest!
What is the Big Change Under MC No.3 of 2021?
This new Memorandum Circular now requires that, going forward, the submission of various categories of annual financial reports to the SEC must be done using the SEC’s Online Submission Tool (OST).
You can find more information about the release of this new financial reporting filing requirement through the newswire service of the Philippine government – the Philippine News Agency.
What Reports Must Now be Filed Online?
- Audited Financial Statements (AFS). This must comply with all AFS requirements and checklists and must be accompanied by:
- Proof of prior filing with the BIR (e.g. BIR stamped AFS);
- Signed Auditor’s Report;
- Statement of Management’s Responsibility duly signed by the corporation’s authorized signatories
- General Information Sheet (GIS)
- Sworn Statement for Foundation (SSF)
- General Form for Financial Statements (GFFS)
- Special Form for Financial Statements (SFFS), including IHFS, PHFS, BDFS, LCFS, FCFS, LCIF, and FCIF (i.e. Investment Companies, PLCs, Broker Dealers, Lending & Financing Companies, etc).
- Affidavit of Non-Operation (ANO), to be filed together with the GIS/AFS.
- Affidavit of Non-Holding of Annual Meeting (ANHAM), to be filed together with the GIS.
Note: MC No.3 of 2021 outlines additional specific guidance in relation to the filing of ANO and ANHAM (when required). So make sure to review the Memorandum and speak with your accounting provider prior to filing the ANO and ANHAM!
Is Online Filing Now Mandatory?
Yes! Unless otherwise exempt, under this new Memorandum or a pre-existing law, all corporations registered with the SEC are required to register and enrol under the OST and submit the above reports through the OST system going forward.
Section 1 states that, unless provided for within this new Memorandum Circular, the SEC will no longer accept hard copies of annual financial reports.
Also, submission through email, mail, courier or chutebox will no longer be allowed or accepted!
Is there an Alternative to Online Submission?
As stated above, enrolment and submission of the relevant annual financial reports through OST is now mandatory for corporations in the Philippines – save for in some limited circumstances.
In cases where a corporation cannot enrol and submit reports through the OST, the SEC will be setting up kiosks in SEC offices and other areas to provide technical assistance on the use of the OST. The OST Kiosks will be available from 15 March 2021 to 15 December 2021.
The SEC Main Office, SEC Extension Offices (EOs) and SEC Satellite Offices may also accept reports over the counter provided that the relevant filer presents a Notice from the OST that issues have been encountered during the process of enrolment and/or submission which prevented them from being able to file online.
What is the Process for Enrolling and Submitting via the OST?
Helpfully, SEC MC No. 3 of 2021 outlines quite detailed procedures and requirements to help corporations enrol and submit through the OST.
The SEC procedure outlines the requirements from the perspective of relevant documents necessary for enrolment, to the required format of the submissions of the financial reports, to the notification of acceptance from the OST as well as any other ancillary documents that should accompany the financial reports upon submission.
The procedures for enrolling and submitting through the OST are included in Section 5, Section 6, Section 7 and Section 8 of SEC MC No. 3 of 2021.
There is a lot of information and preparation required in advance – so make sure to start preparing early!
When Can a Corporation Submit via OST?
The OST is open for submission 24 hours a day. However, submissions shall only be accepted from Mondays to Fridays.
Submissions filed outside of the OST’s operating hours (i.e. Saturdays, Sundays) shall be considered filed on the next working day.
What is the Deadline for Filing the Audited Financial Statement?
The deadline for a corporation to file the AFS depends on the fiscal year of each individual corporation in the Philippines.
Below are the relevant deadlines for 2021.
Corporations with Fiscal Year Ending on 31 December
All stock corporations, including branch offices, representative offices, regional headquarters and regional operating headquarters of foreign corporations which have a fiscal year that ended on December 31 2020, are required to enrol and file their AFS through the OST by the below dates, which are dependant on the last numerical digit of the corporation’s SEC registration or license number:
SEC Registration No. Ending in 1 = 1-30 June, 2021
SEC Registration No. Ending in 2 = 1-31 July, 2021
SEC Registration No. Ending in 3 or 4 = 1-31 August, 2021
SEC Registration No. Ending in 5 or 6 = 1-30 September, 2021
SEC Registration No. Ending in 7 or 8 = 1-31 October, 2021
SEC Registration No. Ending in 9 or 0 = 1-30 November, 2021
Corporations with Fiscal Year Ending on a date other than 31 December
Those corporations whose fiscal year ended on a date other than December 31, 2020 are required to file their AFS within 120 calendar days from the end of the company’s fiscal year.
There are slightly different requirements listed in Section 15 of SEC MC No. 3 of 2021 for the below categories of corporation, so make sure to verify in advance!
- Broker Dealers;
- Publicly Listed Companies; and
- Corporations under Audit by the Commission on Audit (COA).
What are the Additional Requirements for Filing the Audited Financial Statement?
Section 9 sets out the additional requirements and documents when filing the Audited Financial Statement, as follows:
- The AFS must be stamped “received” by the Bureau of Internal Revenue (BIR) or its authorized banks or other form of evidence acceptable to the BIR;
- Filers must also comply with the basic components of the Audited Financial Statements, as required under Revised SRC Rule 68 (as amended).
What is the Deadline for Filing Other Reports?
All corporations are required to submit their GIS within 30 calendar days after their Annual Stockholders Meeting.
GFFS and SFFS must be filed within 30 days from the submission deadline of the AFS submission.
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