SEC MC No. 9-2026: Guidelines on the Filing of AFS and GIS

The Securities and Exchange Commission (SEC) released Memorandum Circular No. 9‑2026 on 13 February 2026, outlining updated rules for the filing of annual financial statements (AFS) and the general information sheet (GIS). The key guidelines are as follows:

1. Coverage and deadline of filing of AFS

• All stock and non‑stock corporations, including branch offices, representative offices, regional headquarters, and regional operating headquarters of foreign corporations, as well as entities under SEC extension offices, with fiscal year ending 31 December must submit their AFS on or before 29 May 2026. 
• Corporations with a fiscal year ending on a date other than 31 December, must submit their AFS within 120 calendar days from the end of their fiscal year.
• Corporations under Section 17.2 of the Securities Regulation Code (SRC), namely, publicly listed companies, registered but non-listed issuers, public companies, and other SRC regulated entities, must submit their AFS within 105 days after the fiscal yearend, as an attachment to SEC Form 17A or Annual Report.

2. Requirements for the submission of AFS

The submission of AFS must be accompanied by the following requirements:

• All AFS, except consolidated financial statements, must be stamped “received” by the Bureau of Internal Revenue (BIR). For those filed through the BIR’s eAFS system, companies must attach the system generated transaction reference number or confirmation receipt showing the company name, taxpayer identification number, taxable year, and submitted file names.
• The AFS must contain all basic components required under Revised Securities Regulation Code Rule 68.
• The following entities are required to submit audited annual financial statements:

a. Stock corporations with total assets or liabilities exceeding P3,000,000;

b. Non‑stock corporations with total assets or liabilities exceeding P3,000,000;

c. Branch or representative offices of stock foreign corporations with assigned capital of P1,000,000 or more;

d. Branch/representative offices of non‑stock foreign corporations with total assets of P1,000,000 or more; and,

e. Regional operating headquarters of foreign corporations with total revenues of P1,000,000 or more.

Corporations that do not meet these thresholds may file AFS that are not auditor-certified, provided they attach a Statement of Management’s Responsibility signed by the appropriate corporate officers.

3. Coverage and deadline of filing of GIS

All corporations must submit their GIS through eFAST within 30 calendar days from the:

• Date of actual annual stockholders’ meeting for stock corporations;
• Date of actual annual members’ meeting for non-stock corporations; and,
• Anniversary date of the issuance of the SEC licence for foreign corporations.

4. Mode of submission of AFS and GIS

Submission of AFS and GIS must be exclusively done through the SEC’s Electronic Filing and Submission Tool (eFAST). Submissions through email, courier, or over-the-counter filing will no longer be accepted.

The eFAST operates 24 hours. However, submissions made on a Saturday, Sunday, holiday or during work suspension will be considered filed on the next working day.

5. Penalties for late filing of AFS and GIS

Late filings will incur applicable penalties ranging from P5,000 to P45,000, depending on the amount of retained earnings or fund balance, in addition to either fixed penalty of P1,000 to P12,000 or a monthly penalty of P1,000 for each month of delay.

Please be guided accordingly.

Source:  

P&A Grant Thornton  

Certified Public Accountants  

P&A Grant Thornton is the Philippine member firm of Grant Thornton International Ltd.

As published in SunStar Cebu, dated 11 March 2026