SEC Updates Annual Financial Statements Filing Deadline and GIS Submission Rules

The Securities and Exchange Commission (SEC) has officially released SEC Memorandum Circular No. 9, Series of 2026, dated February 11, 2026, outlining updated guidelines for the 2026 filing of Annual Financial Statements (AFS) and General Information Sheets (GIS).

Specifically for One Person Corporations (OPCs), SEC Memorandum Circular No. 10, Series of 2026, dated February 16, 2026, was also released, providing updated compliance guidelines for these corporations, including certain provisions related to AFS filing.

For business owners and finance teams in the Philippines, staying compliant is critical to avoid unnecessary penalties. We’ve summarized the essential dates and requirements to help ensure your business remains compliant with these changes.

Updated Deadlines for Annual Financial Statements (AFS)

• Corporations whose fiscal year ended on December 31, 2025
  Must file their AFS by May 29, 2026. This schedule applies to all corporations under the jurisdiction of SEC Extension Offices as well.

• Corporations with Different Schedules
  If your company does not follow the standard calendar year, or falls under specific categories, your deadlines differ:
  • Corporations with Different Fiscal Year & OPCs (other than Dec 31): File within 120 calendar days from the end of your fiscal year.
  • Listed & Public Companies: These must file within 105 calendar days after the end of their fiscal year as an attachment to their Annual Report (SEC Form 17-A).
  • Brokers and Dealers: File within 110 calendar days from the end of their fiscal year. For those ending December 31, SEC Form 52-AR is due on April 30, 2026.

Who Needs An Auditor for the AFS Filing

Under SEC MC No. 4-2026 and Revised SRC Rule 68, companies that meet or exceed the thresholds below are required to submit Audited Annual Financial Statements (AAFS). This means their financial statements must be examined and certified by an independent external auditor prior to submission.

For companies below these thresholds, their AFS are not required to be audited. However, the financial statements must still be submitted and should be accompanied by a Statement of Management’s Responsibility (SMR), signed under oath by the authorized officers of the company.

Essential AFS Filing Requirements

To ensure your AFS is accepted, keep these checklist items in mind:

• BIR Receipt: Your AFS must be stamped “received” by the BIR or include the system-generated Confirmation Receipt from the BIR e-AFS system.
• SRC Rule 68: Ensure the AFS includes all basic components prescribed under the Revised SRC Rule 68 to avoid material deficiency penalties.
• One Person Corporations (OPCs): Must submit the Appointment of Officers Form within 20 days of incorporation or 5 days from any subsequent appointments, according to SEC MC No. 10-2026 .

General Information Sheet (GIS) Submission

The GIS submission remains tied to your company’s annual meeting:

• Stock Corporations: Within 30 calendar days from the date of the actual annual stockholders’ meeting.
• Non-stock Corporations: Within 30 calendar days from the date of the actual annual members’ meeting.
• Foreign Corporations: Within 30 calendar days from the anniversary date of the issuance of their SEC license.

Mandatory Transition to Filing via eFAST

The SEC is doubling down on its “zero-contact policy” and digital transformation. AFS and GIS submissions through email, mail, courier, or over-the-counter are no longer accepted.

• Platform: Both AFS and GIS must be filed via eFAST
• Operating Hours: The portal is open 24 hours, but review and acceptance only occur on working days.
• Reversion Risk: Reports can be “reverted” (considered not filed) for poor image quality, wrong page orientation, or incorrect company profiles.

How to Make Filing Stress-Free with Expert Help

Navigating the shift to purely digital filings like eFAST can be challenging, but you can move forward with confidence knowing your SEC compliance requirements are handled accurately and efficiently.

CloudCFO’s comprehensive accounting services ensures your financial statements are compliant, audit-ready, and properly submitted, helping you avoid rejected or reverted filings.

If you want to stay ahead of deadlines and regulatory changes, subscribe to our newsletter for timely updates and practical guidance on SEC filings and compliance developments in the Philippines.