The SEC releases new deadlines and guidelines for annual reports of corporations in 2024

On January 27, 2024, the SEC issued Memorandum Circular (MC) No. 2 Series of 2024 providing for the new deadlines for the submission of both Annual Financial Statements (AFS) and General Information Sheets (GIS) annual reports of corporations in 2024.

Audited Financial Statement

According to the MC, all corporations (including foreign branches, representative offices, and regional headquarters) ending their fiscal year on December 31, 2023, must submit their AFS based on a specific schedule determined by their registration/license number's last digit:

Note: All corporations under the jurisdiction of the SEC Extension Offices shall be governed by the same schedule in 2024.

However, the filing schedules abovementioned does not apply to the following corporations:

• a) Companies whose fiscal years end on a date other than 31 December 2023. As such, filing should be made within 120 calendar days from the end of their respective fiscal years.
• Brokers and dealers whose fiscal years end on December 31, 2024, SEC Form 52-AR shall file the report with the Commission on April 30, 2024. Brokers and dealers whose fiscal years end on a date other than December 31 shall file SEC Form 52-AR, 120 calendar days after the close of their respective fiscal years.
• b) Those whose securities are listed on the Philippine Stock Exchange (PSE), those whose securities are registered but not listed on the PSE, those considered public companies, and those covered under Section 17.2 of Republic Act No. 8799, or the Securities Regulation Code (SRC), shall file their AFS within 105 calendar days after the end of their respective fiscal years, as an attachment to their annual reports.
• c) Those whose AFS are being audited by the Commission on Audit (COA) are exempted from the deadlines, provided they attach to their AFS the following:
  • i.  A duly signed affidavit attesting that they timely provided the COA with the financial statements and supporting documents and that the COA audit has just been concluded
  •  ii.  A letter from the COA confirming the information in said affidavit.

1. Late filings or submissions after the due dates provided in the schedule shall be accepted starting July 8, 2024, and shall be subject to the prescribed penalties which shall be computed from the date of the last day of filing stated in said schedule.
2. All non-consolidated financial statements (AFS) require a "received" stamp from the BIR or authorized banks unless alternative proof (like bank slips) is allowed. Companies filing electronically will instead receive a system-generated reference number.
3. The AFS must include all components required by Revised SRC Rule 68. Missing mandatory elements or incorrect information can lead to SEC penalties, even if the statements are initially accepted.
4. The following entities need to submit annual audited financial statements (AAFS), as provided under the general financial reporting requirements stated in 
   Revised SRC Rule 68, which was approved by the Commission En Banc on 19 August 2019:
   • a) Stock corporation with total assets or total liabilities of Six Hundred Thousand Pesos (Php600,000.00) or more as prescribed under the RCC and any of its subsequent revisions or such amount as may be subsequently prescribed;
   • b) Nonstock corporations with total assets or total liabilities of Six Hundred Thousand Pesos (Php600,000.00) or more as prescribed under the RCC and any of its subsequent revisions or such amount as may be subsequently prescribed;
   • c) Branch offices/representative offices of stock foreign corporations with assigned capital in the equivalent amount of One Million Pesos (PHP 1, 000,000.00) or more;
   • d) Branch offices/representative offices of a nonstock foreign corporation with  total assets in the equivalent amount of One Million Pesos (Php1, 000,000.00) or more;
   • e) Regional operating headquarters of foreign corporations with total revenues in the equivalent amount of One Million Pesos (Php1, 000,000.00) or more;Financial statements submitted by branch offices of foreign corporations authorized by the Commission to operate in the Philippines shall adhere to the provisions of this Rule, except when the Commission deems them inapplicable in specific instances.
5. Corporations which do not meet the requirements stated for the AAFS, can submit their AFS, certified under oath by the corporation’s treasurer or chief financial officer.

 General Information Sheet

The MC requires all corporations to file with the SEC by using the online eFAST application within thirty (30) days from the date of:

• The actual annual stockholders’ meeting for stock corporations;
• The date of the actual annual members meeting for non-stock corporations;
• The anniversary date of the issuance of the SEC license for foreign corporations;

One Person Corporation (OPC)

For OPCs, the MC clarifies that the SEC Form Appointment of Officers can only be done within fifteen (15) from the date of issuance of the OPC’s Certificate of Incorporation or within five (5) days from when the change was reflected (MC No. 7 s. 2019).

Note that an OPC is not required to submit the GIS.

Additional guidelines for all other reports

Other guidelines to take note of:

1. Submission Platform. eFAST will accommodate all filers of GIS and AFS reports, irrespective of the volume of submissions.Any other report not yet accepted through eFAST can instead be submitted through email at ictdsubmission@sec.gov.ph. Submission of reports over the counter and/or through mail or courier under the SEC Express Nationwide Submission (SENS) facility is no longer be accepted.
2. Returned Reports. All reports submitted will not automatically be approved.  Reports that fall under any of the following categories will be returned and will be considered as not filed:
   • Poor image quality (e.g., blurred and unreadable);
   • Horizontal image orientation;
   • Wrong company profile;
   • Wrong period covered and Submission type.
3. Review Period/Validity of Submission.  Submission can be done anytime of the day.  All  review, acceptance and reversion shall be done only from Mondays to Fridays. Any submission submitted on a Saturday, Sunday, holiday or during work suspension shall be considered filed on the next working day.  The reckoning date for the receipt of reports will be the date they were initially submitted through eFAST, but only if the report that was filed is compliant with the requirements stated above.

Forvis Mazars Corporate Secretarial Services

Following up with the legal and regulatory frameworks in the Philippines can be a tedious task to manage. At Mazars, we can take care of every aspect of your corporate secretarial requirements in every jurisdiction in which you operate. We take pride in the knowledge that by helping you stay compliant; we play a part in helping you flourish. The advice and support of our dedicated professionals will ensure you are able to meet and exceed your compliance obligations.

Our corporate secretarial teams can manage all your compliance milestones, allowing your team to focus on their core duties. Our professionals can help you meet regulatory, legal and entity governance obligations and ensure complete compliance for your company so that you can allocate your resources to more productive tasks.

We believe that companies that can keep up with their statutory compliance obligations often benefit from improved performance and can better control procedures and processes in their business. Secretarial support can be critical to reducing risks and limiting exposure to the costs of compliance default, such as fines, prosecution, or director disqualifications.