As the old adage goes: Tis impossible to be sure of anything but death and taxes. But even taxation, like many things, is not certain. It continues to change and evolve with the times; as a result, taxpayers across sectors need to stay up to date on the latest government issuances and regulations.
On January 21, 2020, the Securities and Exchange Commission (SEC) issued Memorandum Circular (MC) No. 2, providing organizations with new measures for filing their audited financial statements (AFS) and General Information Sheet (GIS).
Audited financial statements
If your organization’s fiscal year ends on December 31, 2019, file the AFS according to the last numerical digit of your company’s SEC registration or license number. This provision also applies to branch offices, regional headquarters, and regional operating headquarters of foreign corporations.
If the last digit of your organization’s SEC registration or license number is 1 or 2, the dates for filing are from April 20 to 24. If your company’s SEC registration or license number ends with 3 or 4, file from April 27 to 30. If the last digit of your business’ SEC registration or license number is 5 or 6, the filing dates are from May 4 to 8. If the last digit of your organization’s SEC registration or license number is 7 or 8, file your audited financial statements with the SEC from May 11 to 15. Finally, if your company’s SEC registration or license numbers ends with 9 or 0, the filing dates are from May 18 to 22.
SEC satellite and extension offices in Cebu, Iloilo, and Davao are governed by the same 2020 coding schedule described above. However, corporations may file on or before their respective filing dates.
But what if your organization follows a fiscal year ending on a date other than December 31, 2019? In that case, such companies should file their AFS within 120 calendar days from the end of their fiscal year.
Broker dealers whose fiscal year ends on December 31 must file SEC Form 52-AR with the SEC depending on the last numerical digit of their registration number, as prescribed by the SEC. Broker dealers whose fiscal year ends on a date other than December 31, on the other hand, must file their SEC Form 52-AR within 110 calendar days after the close of their fiscal year.
If your organization’s securities are listed on the Philippine Stock Exchange (PSE) or are registered—but not listed on the PSE, continue to observe the due date for filing AFS (within 105 calendar days after the end of the organization’s fiscal year) as an attachment to the annual report (SEC Form 17-A). The same rules, which are stipulated in the Implementing Rules and Regulations of the Securities Regulation Code, apply to public companies covered under Sec.17.2 of the Securities Regulation Code.
The filing schedule prescribed by the SEC does not apply to organizations whose AFS are audited by the Commission on Audit. Such entities must attach the following to their AFS: (a) an affidavit signed by the President and Treasurer (or Chief Finance Officer, where applicable), attesting to the fact that the company promptly provided COA with the financial statements and supporting documents and that the audit of COA had just been concluded, and (b) a letter from COA confirming the information in the said affidavit.
All corporations may file their AFS on or before the first day stated in the coding schedule above, regardless of the last numerical digit of their registration or license number. Late filing or filing after the respective due date shall be accepted beginning May 25, 2020 and shall be subject to penalties, which shall be computed from the date of the last day of the filing schedule stated above.
The AFS, other than the consolidated financial statements, shall be stamped as “Received” by the Bureau of Internal Revenue (BIR) or its authorized banks, unless the BIR allows an alternative proof of submission, such as bank slips, for its authorized banks.
What kind of information should the AFS include? The basic components of the AFS, which are listed on SRC Rule 68, as amended, shall be submitted by filers. 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 evaluating the specific contents of the AFS, shall be considered by the SEC a sufficient ground for imposing penalties. The SEC’s acceptance and receipt of the financial statements shall be without prejudice to such penalties.
General Information Sheet
Stock corporations shall file their General Information Sheet (GIS) within 30 calendar days from the actual date of the organization’s annual stockholders meeting. Non-stock corporations shall file their GIS within 30 calendar days from the actual date of their organization’s members meeting. Foreign corporations shall file their GIS within 30 calendar days from the anniversary of the issuance of their SEC license.
With the foregoing, may we all be guided properly to avoid fines and penalties.
Jojie Esponilla is a Payroll Specialist of the Business Process Solutions Division of P&A Grant Thornton Cebu office. P&A Grant Thornton is one of the leading Audit, Tax, Advisory, and Outsourcing firms in the Philippines, with 23 Partners and over 900 staff members. We are in Makati, Cavite, Cebu and Davao. For comments on this article, please email firstname.lastname@example.org or PAGrantThornton.email@example.com. For our services,visit www.grantthornton.com.ph. Follow us on Twitter: pagrantthornton, and FB: P&A Grant Thornton.
As published in Mindanao Times, dated 17 February 2020