The Securities and Exchange Commission – Davao Extension Office (SEC-DEO) announced Thursday that all corporations must now use the SEC Online Submission Tool (OST) in the filing of their annual Financial Statements (FS), General Information Sheet (GIS), Sworn Statement for Foundation (SSF), General Form for Financial Statements (GFFS), and Special Form for Financial Statements SFFS including IHFS, PHFS, BDFS, LCFS, FCFS, LCIF, and FCIF. This is in compliance with Memorandum Circular No. 3, Series of 2021 (M. C. No. 3, s. 2021) or the Schedule and Procedure for the Filing of Annual Financial Statements, General Information Sheet and other Covered Reports.
“Submissions of hard copies of the annual reports of corporations will no longer be accepted starting March 15, except as otherwise provided in the memorandum. March 15, 2021 is the start of the enrolment process in the OST for all registered corporations.” the SEC-DEO said.
SEC Chairperson Emilio B. Aquino explained the reason behind this new policy, “With the OST, we are one more step closer to achieving our ease-of-doing-business and sustainability goals, which have been at the core of our ongoing digital transformation. The OST is equally important in our efforts to automate business transactions to limit face-to-face interactions, and consequently help stem the transmission of COVID-19 and accelerate the country’s recovery from the pandemic.”
Mandatory enrollment
Corporations and their authorized filers are required to enroll in the OST by accomplishing the online application form and submitting the required documents at https://ciffs-ost.sec.gov.ph.
The documents required for enrollment include (1) a board resolution authorizing the corporation’s representative to file reports on its behalf, as well as (2) a copy of their submission of email addresses and cellular phone numbers as required by SEC Memorandum Circular No. 28, Series of 2020, or their accomplished GIS using the 2020 version of the form, or the Notification Update Form (NUF) for Foreign Corporations.
Online submission
All stock corporations, including the branch offices, representative offices, regional headquarters and regional operating headquarters of foreign corporations, will be required to submit their reports using the OST starting this year.
Meanwhile, nonstock corporations will still have the option to submit their reports over the counter. By 2022, the Commission will require all non-stock corporations to enroll in and submit their reports through the OST.
The authorized filer of a corporation may start submitting reports through the OST once they have successfully enrolled. The SEC will no longer manually receive hard copies of the reports submitted through the portal.
Corporations may use the OST for the filing of their AFS, GIS, Sworn Statement for Foundation (SSF), General Form for Financial Statements (GFFS), and Special Form for Financial Statements (SFFS) during the initial implementation.
The OST will likewise accept submissions of Affidavit of Non-Operation (ANO), together with the GIS or AFS, and Affidavit of Non-Holding of Annual Meeting (ANHAM), together with the GIS.
The reports will undergo quality check upon submission. Once approved, the filer will receive a QR code indicating the final acceptance of the reports.
Upon successful submission, the reports will be made available to the public through the Online Submission Portal.
For the initial implementation of the OST beginning March 15, only stock corporations, including the branch offices, representative offices, regional headquarters and regional operating headquarters of foreign corporations, will be mandatorily required to submit their reports using the OST. Non-stock corporations, for the meantime, will still have the option to submit their reports over the counter.
By 2022, however, the Commission will require all corporations, whether stock or non-stock, to enroll in and submit their reports through the OST.
Deadlines
All corporations shall submit the GIS within the 30 calendar days following their respective annual or actual meetings.
For their FS, corporations whose fiscal years ended on December 31, 2020 shall observe the following filing schedule, based on the last numerical digit of their SEC registration or license numbers:
1 : June 1 to 30
2 : July 1 to 31
3 and 4 : August 1 to 31
5 and 6 : September 1 to 30
7 and 8 : October 1 to 31
9 and 0 : November 1 to 30
Corporations also have the option to file ahead of the prescribed filing dates through the OST.
Those whose fiscal year ends on a date other than December 31 should file their AFS within 120 days from the end of their fiscal year. Meanwhile, publicly listed companies and other issuers of securities should file their AFS within 105 days after the end of their fiscal years.
Corporations whose AFS are audited by the Commission on Audit (COA) may submit outside the prescribed filing schedule, provided they attach an affidavit and a letter from COA attesting to the timely submission of their financial statements and supporting documents to the state auditor.
Corporations required to submit the GFFS and SFFS will have 30 days from the deadline of their AFS submission to comply using the OST. The SEC will no longer require the certification under oath, previously prescribed under SEC Memorandum Circular No. 6, Series of 2006.
The public is encouraged to read Memorandum Circular No. 3 Series of 2021 available at the SEC website for complete information on the online submission of SEC reportorial requirements.
