This accounting alert circulates the adopted guidelines and procedures by the SEC for the filing of SEC Form 17-LC and 17-C report in lieu of reports previously required by SEC Memorandum Circular (MC) No. 5, s. 2020.
Scope
The Circular covers the following companies (collectively referred to herein as "concerned companies"):
- All publicly listed companies (PLC); and
- Other companies with registered securities under the SEC Markets and Securities Regulation Department's (MSRD) supervision.
Filing SEC Form 17-LC, in Lieu of a Written Request for Extension of Filing 17-A or 17-Q Reports
Any of the concerned companies that may want to avail of the extended period for filing 17-A and 17-Q reports pursuant to SEC MC No. 5, s. 2020, issued on March 12, 2020 does not have to file a written request to SEC through the MSRD for an extension of time. In lieu of a written request, the concerned company shall file the special disclosure form, SEC Form 17-LC.
A PLC shall upload the SEC Form 17-LC via PSE EDGE, while other concerned companies shall send the same form through e-mail to msrd_covid19@sec.gov.ph. The SEC Form 17-LC shall be filed not later than five days before the regular filing deadline.
Filing the Notice of Postponement of the Annual Stockholder's Meeting (ASM)
In lieu of filing an Affidavit of Postponement, the concerned companies shall file a 17-C Report disclosing said postponement and attaching a Secretary's Certificate reciting the resolution of the Board of Directors postponing the ASM.
For PLCs, the said report shall likewise be uploaded through PSE Edge and for other concerned companies, email the report to msrd_covid19@sec.gov.ph. The same shall be considered compliant with the requirement under Rule 20.11.1.5 of the Implementing Rules and Regulations of the 2015 Securities Regulation Code.
See attached SEC Notice dated April 3, 2020 for the complete details of this publication.