SEC gives guidelines on filing or submitting Mandatory Disclosure Forms (MDF) to all Non-Stock Corporations
The Securities and Exchange Commission (SEC) created guidelines on how to effectively file and submit a Mandatory Disclosure Form (MDF), these instructions follow the rules set by Memorandum Circular (MC) No. 25 series of 2019. The Commission now requires that all non-stock corporations pass the one-time submission of the MDF. The Commission states that all non-stock corporations registered after the MC’s effectivity must submit the requested information to the MDF within six (6) months from the date of registration, as may be applicable.
These guidelines apply to non-stock corporations that have not yet submitted the requested requirements past the original deadline on July 31, 2020. The Commission then states that the online MDF can be accessible within their website, it can be found in the link below:
https://forms.gle/2HMFZqXtLYRmJuDD8
A complete step-by-step guide was also provided by the SEC to help individuals with the process; it is currently found on their website in the link shared below:
https://www.sec.gov.ph/2020faq_online-mdf_06mar2020/
Guidelines and Requirements
The SEC guidelines apply to all non-stock corporations and must be followed during filing or submitting the MDF.
I) Notarization requirements – Printed copies of the MDF must be duly notarized.
II) The number of copies to be submitted – Only one (1) original copy will be received by the SEC. However, a duplicate obtaining copy may be presented with the original copy submitted.
III) Allowed means of filing/submission of printed MDF – Printed and notarized copy of the MDF may be submitted through any of the following means:
A. Via courier services. – Printed and notarized MDFs may be sent via courier services. MDFs filed through courier services shall be deemed to have been filed on the date the courier received them. The courier packaging or label must clearly show the date when the said MDF was filed. It shall be addressed to:
Atty. Oliver O. Leonardo
Director
Enforcement and Investor Protection Department
Securities and Exchange Commission
Ground Floor, PICC Secretariat Building, PICC Complex,
Roxas Boulevard, Pasay City
B. Via registered mail – Printed and notarized MDFs may be sent via registered mail through postal services/post offices, and the post office stamp must reflect the date it was mailed. Any MDF filed through registered mail shall be deemed filed on the date they were sent. It shall be addressed to:
Atty. Oliver O. Leonardo
Director
Enforcement and Investor Protection Department
Securities and Exchange Commission
Ground Floor, PICC Secretariat Building, PICC Complex,
Roxas Boulevard, Pasay City
C. Via electronic mail –
1.) Scanned copies of the printed and notarized MDFs may be sent in Portable Document Format (PDF) to the following email address:
2.) Ensure the following information is present in the email’s subject field: MDF submission (company name) (date of online submission: MM/DD/YY).
3.) The authorized person who signed the verification/declaration page of the MDF must announce an undertaking stating that they shall submit a hard copy of the printed and notarized MDF should they be required to do so by the Commission.
Such a written undertaking shall likewise be scanned and sent in PDF in the same email along with the scanned copy of the printed and notarized MDF. Said undertaking as shown in Annex “A” of these Guidelines may be downloaded through this link:
https://www.sec.gov.ph/2020aml_form_annex-a/
4.) It is required that the same official company email address used in filling out the MDF online be used in submitting the scanned copy of the MDF for verification purposes. After that, all communications and acknowledgements from the SEC may be sent through such an official company email address. The entity concerned is then charged with the responsibility of maintaining the same.
Any change in the company’s official email address shall be immediately communicated in writing to its Corporate Secretary's Enforcement and Investor Protection Department (EIPD). Until then, all communications sent to the official company’s email address as appearing on record shall be deemed to have been received by the said company.
5.) Afterwards, the scanned notarized MDFs sent through electronic mail are deemed as filed on the date the electronic mail was sent. Given that the printed and notarized copy is submitted within a specified period required by the Commission.
6.) An email acknowledging receipt shall be sent to the company filing their MDFs through electronic mail within five (5) days from the date the MDF was received. The said acknowledgement receipt must be printed and attached to the printed and notarized MDF.
D.) Receiving Party -The parties filing their MDFs through courier and registered mail shall include a duplicate copy of the MDF for their receiving copy. The duplicate copies stamped received by the EIPD may later be picked up by an authorized representative of the party concerned with a valid government ID, and proper authorization by the company is shown.
Only those who have sent two (2) copies may claim to receive a copy from the SEC Main Office once the community quarantine has been officially lifted. The public is advised that the release and processing of such documents may take time. There are safety and disinfecting protocols that the Commission must follow in handling documents received from and released to the public.
E.) Avoid personal submission at the SEC Main Office – The public is urged, as much as possible, not to personally come to the SEC Main Office to submit the MDFs to avoid unnecessary exposure to the Coronavirus disease (COVID-19).
F.) Submission to the Extension Offices – Printed and notarized MDFs may still be accepted and received at the SEC-Extension Offices (EOs). The EOs will receive only one (1) original copy; however, a duplicate receiving copy may be presented, together with the original copy submitted.
The said duplicate receiving copy shall be marked with a stamp received by the SEC receiving employee with the corresponding date and time of receipt and returned to the submitting party.
G.) Failure to Submit within the Deadline – The printed and notarized MDF must be submitted on or before the specified deadline as failure to do so would be a ground for the imposition of applicable penalties and revocation of the Certificate of Incorporation of the concerned Non-Stock Corporation as provided for in Memorandum Circular No. 25, Series of 2019.