The Securities and Exchange Commission (SEC) will soon allow corporations and partnerships to file their audited financial statements (AFS), General Information Sheet (GIS) and other annual reports in digital format and remotely through a newlydeveloped online submission tool (OST).
The Commission on February 18 released for public comment the draft memorandum circular providing for the schedule and procedure for the online submission of annual reports, as part of efforts to further limit face-to-face interactions during the pandemic automate business transactions and promote sustainable business practices.
The SEC will roll out the OST in time for this year’s filing season. Initially, corporations may use the OST to file their AFS, GIS, Sworn Statement for Foundation (SSF), General Form for Financial Statement (GFFS), and Special Form for Financial Statement (SFFS).
The OST will likewise accept submissions of Affidavit of Non-Operation (ANO), together their GIS or AFS, and Affidavit of Non-Holding of Annual Meeting (ANHAM), together with the GIS, during the initial implementation.
The initiative operationalizes Section 180 of Republic Act No. 11232, or the Revised Corporation Code of the Philippines, which mandates the SEC to develop and implement an electronic filing and monitoring system.
It is likewise consistent with Republic Act No. 11032, or the Ease of Doing Business and Efficient Government Service Delivery Act of 2018, which requires government agencies to adopt a zero-contact policy.
Moreover, the OST supports the Commission’s commitment to sustainable practices by minimizing its paper trail, reducing energy consumption, and promoting the role of corporations in achieving the United Nations Sustainable Development Goals and AmBisyon Natin 2040.
Mandatory enrollment
To use the OST, corporations, partnerships, and their authorized filers are required to enroll in the online submission facility by accomplishing the online application form and submitting the required documents.
The SEC will require a corporation or partnership enrolling in the OST to submit a board resolution authorizing its representative to file reports on behalf of the corporation or partnership, and a Special Power of Attorney from the authorized filer/representative to file reports for and on behalf of the corporation or partnership.
In addition, the corporation or partnership will have to submit a copy of its submission of email addresses and cellular phone numbers or its accomplished GIS using the 2020 version, as required by SEC Memorandum Circular No. 28, Series of 2020.The enrollment period will open tentatively on March 15.
The SEC will require all stock corporations, including the branch offices, representative offices, regional headquarters and regional operating headquarters of foreign corporations, to submit their reports using the OST starting this year.
Nonstock corporations, meanwhile, will still have the option to submit their reports over the counter this year. By 2022, the Commission will require all nonstock corporations to enroll in and submit their reports through the OST.
Law, consultancy and other firms providing related services to corporations and partnerships may likewise enroll in the OST.
Online submission
Once enrolled, the authorized filer of a corporation or partnership may start submitting reports through the OST. The SEC will no longer require the submission of the hard copies of the reports.
The OST will specify the format of the reports for submission. For the GIS, for instance, a filer must submit the accomplished but unsigned form saved as a multipage portable document format (PDF), as well as the high resolution scan of the signed and notarized document saved as a multipage PDF.
The SEC will review the quality of the image of the reports submitted. Once the reports have passed quality assurance, the filer will receive a QR code indicating the final acceptance of the reports.
Once transmitted to the concerned department, non-confidential reports will be made available on an online portal for public use
The SEC will no longer accept submissions made through email, mail or courier, and provide drop boxes in its offices once the OST goes live.
