SEC to update schedules for Filing of Annual Financial Statements and General Information Sheet

On January 19, 2022, The Securities and Exchange Commission (SEC or the “Commission”) released their Memorandum Circular No. 2 series 2022, stating their use of the Electronic Filing and Submission Tool (eFAST, formerly known as Online Submission Tool).

This change seeks to mitigate the spread of Covid-19, protect SEC’s frontline personnel the transacting public, and help maintain an organised and orderly filing of Audited Financial Statements (AFS) and General Information Sheet (GIS). This circular then explains the SEC’s measures for filing annual reports.

I. Audited Financial Statements of Companies whose fiscal year ends on December 31, 2021:

1.) All corporations, including branch offices, representative offices, regional headquarters, and regional operating headquarters of foreign corporations, are required to file their AFS based on the last numerical digit of their SEC registration or license number by the following schedule through eFAST:

•  Note that this schedule will then govern every extension office during 2022. However, any corporation may file on or before its respective filing dates also through eFAST.

2.) The schedule in item one (1) of Section I does not apply to the following corporations:

a.) Entities with fiscal year ends on any date other than December 31, 2021, will have to file their AFS within 120 calendar days from the end of their fiscal year.

However, for Broker Dealers whose:

• fiscal year ends on December 31, SEC Form 52-AR shall be filed with the Commission depending on the last numerical digit of its registration number as prescribed by the Commission.  
• fiscal year ends on a date other than December 31, SEC Form 52-AR shall be filed with the Commission 110 calendar days after the close of such fiscal year.

b.) Corporations whose securities are listed on the Philippine Stock Exchange (PSE) and those which are covered under Section 17.2  of the Securities Regulation Code (SRC), other than companies that filed Notification of Suspension to file reports under Section 17 of the SRC (SEC Form 17-EX), are encouraged to adhere to the due date of filing of their AFS (within 105 calendar days after the end of the fiscal year) as an attachment to their Annual Reports (SEC Form 17-A), by the Implementing Rules and Regulations (IRR) of the SRC. However, in light of the current circumstances, all subjected entities are given an extension to file their Annual Reports (SEC Form 17-A) until May 15, 2022.

Given this, the filing of SEC Form 17-L is no longer available.

However, even with the granted extension, the Commission can still obtain the updated financial information it needs from the concerned companies. Their obligations are not excluded, and they are required to file the necessary reports, including the quarterly reports. They disclose material information, financial or otherwise, by the requirements of Sec. 17 and its rules and the other relevant provisions and rules of the SRC.

The circular clarifies that other than Section I.1, the Commission is not precluded from obtaining financial information from subsidiaries, intermediate parents and ultimate parents of these subject entities, as necessary in the public’s interest and protection of investors.

c.) Companies whose AFS are being audited by the Commission on Audit (COA), given that the following documents are attached to their AFS:

1. An Affidavit signed by the President and Treasurer (or Chief Finance Officer, if applicable) attesting to the fact that the company timely provided COA with the financial statements supporting documents and that the audit of COA has just been concluded; and,
2. A letter from COA confirming the information provided in the above Affidavit

3.)  Every corporation can file their AFS on or before the first day regardless of the last numerical digit of their registration or license number, as stated in the coding schedule in paragraph 1 about the said digit.

4.)  All late filings or filings after their respective due dates by any corporation will be accepted starting September 16, 2022, and are subject to the prescribed penalties computed from the date of the last day of the filing schedule stated in the first paragraph. 

5.) All AFS, not including consolidated financial statements, need to have the stamped “received by the Bureau of Internal Revenue (BIR) or its authorised banks unless the BIR allows an alternative proof of submission for its authorised banks (e.g., bank slips) and/or other facilities.”