SEC Memorandum Circular No. 2 - 2020 Filing of Annual Financial Statements and General Information Sheet

This accounting alert provides reminders to all entities registered with the Securities and Exchange Commission (SEC or the Commission) in relation to the filing of their 2019 Annual Financial Statements (AFS) and General Information Sheet (GIS).

To maintain an organized and orderly filing of AFS and GIS, the Commission, pursuant to its authority under the Revised Corporation Code and Securities Regulation Code adopt the following measures in the filing of annual reports:

AFS of Companies whose fiscal year ends on December 31, 2019​

1. All corporations including branch offices, representative offices, regional headquarters and regional operating headquarters of foreign corporations shall file their AFS depending on the last numerical digit of their SEC registration or license number in accordance with the following schedule:

April 20, 21, 22, 23, 24              : 1 and 2

April 27, 28, 29, 30                    : 3 and 4

May 4, 5, 6, 7, 8                         : 5 and 6

May 11, 12, 13, 14, 15               : 7 and 8

May 18, 19, 20, 21, 22               : 9 and 0

All SEC Satellite Offices and Extension Offices in Cebu, Iloilo and Davao shall be governed also by the above coding schedule in 2020. However, any corporations may file on or before its respective filing dates.

 2. The above filing schedule shall not apply to the following corporations:

a. Those whose fiscal year ends on a date other than December 31, 2019. These entities shall file their AFS within 120 calendar days from the end of their fiscal year;

However, for Broker Dealer whose fiscal year ends on December 31, SEC Form 52-AR shall be filed with the Commission depending on the last numerical digit of its registration number as prescribed by the Commission.  Broker Dealers whose fiscal year ends on a date other than December 31 shall file SEC Form 52-AR, 110 calendar days after the close of such fiscal year.

b. Those whose securities are listed on the Philippine Stock Exchange (PSE) and those whose securities are registered but not listed in PSE and Public Companies. These entities shall continue to observe the due date of filing of their AFS (within 105 calendar days after the end of fiscal year) as attachment to their Annual Reports (SEC Form 17-A), in accordance with the Implementing Rules and Regulations of the Securities Regulation Code;

c. Those whose AFS are being audited by the Commission on Audit (COA) provided that the following documents are attached to their AFS:

i. An Affidavit signed by the President and the Treasurer (or Chief Finance Officer, where applicable) attesting to the fact that the company timely provided COA with the financial statements and supporting documents and that the audit of COA has just been concluded; and 

ii. A letter from COA confirming the information provided in the above Affidavit.

3. All corporations may file their AFS regardless of the last numerical digit of their registration or license number on or before the first day stated in the coding schedule in paragraph 1 pertaining to said digit;

4. Late filings or filing after respective due dates shall be accepted starting May 25, 2020 and shall be subject to the prescribed penalties which shall be computed from the date of the last day of filing schedule stated in paragraph 1;

5. The AFS, other than the consolidated financial statements, shall have the stamped “received" by the Bureau of Internal Revenue (BIR) or its authorized banks, unless the BIR allows an alternative proof of submissions for its authorized banks (e.g. bank slips);

6. The basic components of the AFS as prescribed under SRC Rule 68, as amended, shall be submitted by filers.  Failure to comply with any of the formal requirements under said Rule including the prescribed qualifications for independent auditors and/or any material deficiency or misstatement that may be found upon evaluation of the specific contents thereof, shall be considered a sufficient ground for the imposition of penalties by SEC. The acceptance and receipt by the Commission of the financial statements shall be without prejudice to such penalties.

7. The General Financial Reporting Requirements as stated in the Revised SRC Rule 68 which was approved by the Commission n Banc on August 19, 2019, states that the threshold for an AFS is as follows:

a. Stock corporation with total assets or total liabilities of P600,000 or more as prescribed under the Revised Corporation Code and any of its subsequent revisions or such amount as may be subsequently prescribed;

b. Non-stock corporations with total assets or total liabilities of P600,000 or more as prescribed under the Revised Corporation Code and any of its subsequent revisions or such amount as may be subsequently prescribed;

c. Branch offices/representative offices of stock foreign corporations with assigned capital in the equivalent of P1 million or more;

d. Branch offices/representative offices of non-stock foreign corporations with total assets in the equivalent of P1 million or more;

e. Regional operating headquarters of foreign corporations with total revenues in the equivalent amount of P1 million or more.
Financial statements of branch offices of foreign corporations licensed to do business in the Philippines by the Commission shall comply with the requirements of Revised SRC Rule 68 unless otherwise determined by the Commission as not applicable.

8. Corporations which do not meet the threshold stated in item no. 7 herein, may submit their AFS accompanied by a duly notarized Treasurer’s Certification only (rather than an Auditor’s Report).

Filing of GIS

All corporations shall file their GIS within 30 calendar days from:

a. Stock Corporations - date of actual annual stockholders' meeting

b. Non-Stock Corporations - date of actual annual members' meeting

c. Foreign Corporations - anniversary date of the issuance of the SEC License.

All filers of AFS and GIS, regardless of the number of reports to be filed with the SEC, complying with the circularized SEC-issued number coding schedule (for AFS only) may choose to avail of any of the following options -- SEC Express Nationwide Submission or any courier/regular mail.

See attached document for the details of this SEC Memorandum Circular.