Guidelines for Filing of Reports through Electronic Mail with the SEC during ECQ Period

This accounting alert circulates the guidelines that should be observed by companies submitting reports, applications, compliance, requests and other documents via email to the SEC.

Introduction

In light of the current situation, the SEC on March 18, 2020 issued an advisory providing for alternative means of filing documents such as Current Reports, Beneficial Ownership Reports, Information Statements, Monthly Reports and other documents through Electronic Mail covering companies under the supervision of the Corporate Governance and Finance Department (CGFD). Additionally, the SEC has issued, through a Notice dated March 30, 2020 the guidelines to be observed by covered companies when submitting reports, applications, compliance, requests and other documents via email (cgfd@sec.gov.ph).

Scope

This Notice is addressed to all investment companies, registered issuers of proprietary and non-proprietary shares/timeshares public companies, financing companies, lending companies, foundations, accredited microfinance NGOs and publicly-listed companies under the supervision of CGFD.

Guidelines

1. Submission of Annual and Quarterly Reports, Audited Financial Statements (AFS) via email

Annual and Quarterly Reports and audited financial statements (AFS) were not included in the list of reports to be submitted via email under the Advisory on Alternative Filing of Reports of CGFD covered companies because SEC has extended the filing of these reports until June 30, 2020.

However, where applicable, those who prefer to submit Annual and Quarterly Reports and AFS of CGFD covered companies without the need of extension may do so via email subject to the same rules on submission via email as provided under the Advisory and the guidelines contained in this Notice.

2. Working Period

• Any submission made and received between 8:00AM to 5:00PM on a regular workday shall be considered received and shall be acted upon by CGFD personnel.
• Submissions made on Saturdays, Sundays, holidays and outside of the working hours shall be considered filed and shall be acted upon on the immediately succeeding business day.

3. One Email for every Report or Document per Company
4. Format of the Electronic Mail Subject Head and File Name
   Covered companies must use the following format in the subject head: COMPLETE NAME OF THE COMPANY_SUBJECT DOCUMENT_DATE
   The date shall refer to the date of filing. The same format shall be used by covered companies for the file name of the report or document attached to the said email.
5. Signature
   The report or other document and corresponding certification to be submitted online by the person who prepared the document on behalf of the covered company must contain the necessary signatures. Electronic signature as defined under Section 5 (e) of Republic Act No. 8792, Electronic Commerce Act of 2000, are temporarily allowed for the online submission. However, the hard or physical copies to be submitted to SEC must contain wet signatures.
6. Online Certification
   Every report other documents submitted via email must be accompanied by a certification of the duly authorized person who prepared the report or document that the information contained therein are true and correct. This certification must be attached in the same email together with the subject document to be filed. All covered companies are advised to use the template attached in the Notice for the required certification and undertaking when submitting the reports or documents with CGFD via email. 
7. Notarization
   The report and certification submitted online are not required to be notarized. On the other hand, the hard or physical copies to be submitted must contain proper notarization of documents.
8. Online Certification and Undertaking to pay Filing Fees, Penalties and other Impositions
   All covered companies that intend to submit report or other documents that requires the payment of filing fees, penalties or other impositions such as but not limited to Registration Statement (SEC Form 12-1), Preliminary Information Statement (SEC Form 20-IS), and Annual Fees for Lending and Financing Companies, must submit the requirements as stated in the Notice.
9. Payment of Fees, Penalties and Impositions
   For those covered companies that opt to pay the penalties or fees imposed against them during this Enhanced Community Quarantine period, the Notice lists down requirements that must be complied with.
10. Submission of other Documents to the CGFD
    Other documents mentioned in the Notice must be submitted via email, subject to the requirements specified in the Notice.
11. Documents to be submitted after the Enhanced Community Quarantine Period
    The following must be submitted with the CGFD within ten (10) calendar daysfrom the date that the quarantine order has been lifted or withdrawn:

• Hard/Physical Copies of Reports or Documents - all covered companies shall submit hard copies of said reports and/or documents with proper notarization and wet signatures of authorized and appropriate representatives of the company; and
• Certification - to ensure the integrity of documents, the covered companies must issue a certification that the hard copies submitted refer to one and the same document that they filed via email. Such certification must also indicate the date of their submission through email.

Where the requirements for alternative filing referred to in this Notice and in the Advisory issued on 18 March 2020 are not complied with, the subject report other documents submitted to cgfd@sec.gov.ph is deemed not to have been filed until the submission of proper documents by the covered entity.

On the other hand, non-submission of hard/physical copies of reports, certification and non-payment of filing fees, where applicable, within 10 calendar days from the date of lifting of enhanced community quarantine and resumption of SEC’s normal office hours shall invalidate the reports, applications and other documents submitted via email. In such case, the corresponding penalties under existing rules and regulations of the SEC shall apply.

See attached SEC Notice for the complete details of this publication.