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SEC sets deadline for annual reports

The Securities and Exchange Commission (SEC) has released the schedule of the annual filing of companies’ annual reports, particularly their audited financial statements (AFS), for fiscal year 2019 and general information sheet (GIS).

All corporations whose fiscal year ended on December 31, 2019, including branch offices, representative offices, regional headquarters and regional operating headquarters of foreign corporations, shall file their AFS depending on the last numerical digit of their SEC registration or license numbers, as follows:

April 20, 21, 22, 23, 24   :         1 and 2
April 27, 28, 29, 30         :         3 and 4
May 4, 5, 6, 7, 8              :         5 and 6
May 11,12,13,14,15        :         7 and 8
May 18, 19, 20, 21, 22    :         9 and 0

Broker dealers whose fiscal year ends on December 31 shall likewise file their SEC Form 52-AR with the Commission depending on the last numerical digit of their registration numbers.

To maintain an organized and orderly filing of annual reports, the SEC advises companies to observe the prescribed schedule. The Commission, however, shall allow companies to file their annual reports ahead of schedule to ensure compliance.

Late filings shall be accepted starting May 25, 2020 and shall be subject to the prescribed penalties which shall be computed from the date of the last day of filing schedule.

Meanwhile, companies whose fiscal year ends on a date other than December 31, 2019 shall file their AFS within 120 calendar days from the end of their fiscal year. In the case of broker dealers, the SEC Form 52-AR shall be filed within 110 calendar days after the close of the fiscal year.

Those whose securities are listed on the Philippine Stock Exchange, as well as those whose securities are registered but not listed on the Exchange and public companies covered under Sec.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 fiscal years as attachment to their Annual Reports (SEC Form 17-A).

Who shall file AFS

Every corporation doing business in the Philippines, whether domestic or foreign, shall submit annual financial statements, pursuant to Republic Act No. 11232, or the Revised Corporation Code of the Philippines (RCC).

The following shall submit financial statements audited by an independent certified public accountant:

·       Stock corporation with total assets or total liabilities of P600,000 or more as prescribed under RCC;
·       Nonstock corporations with total assets or total liabilities of P600,000 or more as prescribed under RCC;
·       Branch offices/representative offices of stock foreign corporations with assigned capital in the equivalent amount of P1 million or more;
·       Branch offices/representative offices of stock foreign corporations with total assets in the equivalent amount of P1 million or more; and
·       Regional operating headquarters of foreign corporations with total revenues in the equivalent amount of P1 million or more.

Corporations that do not meet the threshold may submit a duly notarized treasurer’s certification rather than an auditor’s report.

Meanwhile, those whose AFS are being audited by the Commission on Audit (COA) shall submit an affidavit attesting to the timely submission of the financial statements to COA and the conclusion of such audit, along with a confirmation letter from COA.

Basic requirements

Corporations, including branch offices of foreign corporations licensed to do business in
the Philippines, shall comply with SRC Rule 68, amended, in the preparation of AFS.

Failure to comply with any of the formal requirements under SRC Rule 68, including the prescribed qualifications for independent auditors and/or any material deficiency or misstatement that may be found upon evaluation of the specific contents thereof, shall be considered a sufficient ground for the imposition of penalties by the SEC.

In addition, the AFS, other than the consolidated financial statements, shall be stamped as received by the Bureau of Internal Revenue or its authorized banks.

GIS filing schedule

Meanwhile, all corporations shall file their GIS within 30 calendar days from:

Stock corporations: date of actual annual stockholders’ meeting
Nonstock corporations: date of actual annual members meeting
Foreign corporations: anniversary date of the issuance of the SEC license

The forms of the reportorial requirements of corporations such as the GIS may be downloaded from the SEC website.

Where to file

All corporations may directly file their AFS and GIS at the Commission’s head office in Pasay City, all satellite offices and extension offices. They may also submit the annual reports through the SEC Express Nationwide Submission facility or any courier or regular mail service.

The guidelines on the schedule of filing of AFS and GIS are provided in SEC Memorandum Circular No. 2, Series of 2020.

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