Guidelines for the Filing of General Information Sheet (GIS) During the COVID-19 Outbreak and Enhanced Community Quarantine

This accounting alert circulates the memorandum circular by SEC on measures adopted to ease the burden of corporations in complying with certain laws and regulations.

Introduction

On March 18, 2020, the SEC approved the issuance of Memorandum Circular No. 9, series of 2020, wherein it recognizes the impact of COVID-19 to the regular operations of registered corporations, as well as on their compliance with the requirements of the Revised Corporation Code on reporting the names, nationalities, shareholdings, and residence address of elected directors, trustees, and officers, or the fact of non-holding of any such election, within 30 days from the scheduled date of election. In view of this, the SEC adopted several measures in easing the burden of the business sector in filing the GIS which contains the aforementioned information.

Guidelines

  1. Where an election of directors, trustees and officers was held, the GIS shall be submitted within 30 days from actual meeting through mail, private courier, or email at mlmliwanag@sec.gov.phmdtmabuyo@sec.gov.ph, or cmdnotice@sec.gov.ph.
  2. Where an election of directors, trustees and officers was NOT held due to health and safety reasons and the corporation has no facilities for remote communication, such fact shall be reported to the SEC through a notice within 30 days from the original meeting date either through mail courier or by email, accompanied by a statement specifying a new date for election which is within 60 days from the originally scheduled date.

  3. Where there is a non-holding of annual meeting of election of directors, trustees, or officers due to reasons other than those mentioned in item no. (2) above, such fact shall be reported to the SEC within 30 days from the date of the scheduled election, and shall specify the new date for election which shall not be later than 60 days from the scheduled date. The non-holding of election initially reported as due to health and safety reasons may nevertheless be considered as a non-holding of election due to other causes if, upon application of a stockholder, member, director, or trustee, it has been verified that the non-holding of election is not related to the COVID-19 disease. Further, if it is likewise found that the non-holding of election is unjustified, the SEC shall issue an order directing the issuance of a notice stating the time and place of an election. 

    The report on non-holding of annual meeting shall be submitted to cmdnotice@sec.gov.ph and shall contain the (a) corporate name; (b) SEC registration number; (c) date of annual meeting per by-laws; (d) date of actual meeting; (e) reason for the non-holding of meeting; (f) venue of the intended meeting; and (g) dated signature of the Corporate Secretary.

The results of the election of directors, trustees, or officers subsequent to the report of non-holding of elections and which is held outside the covered period, shall be reported to the SEC through the submission of a GIS within 30 days from the date of actual meeting when the election was held. The GIS submitted pursuant to this shall no longer enjoy the same forbearance from the penalty for late submission as provided in item no. (1) above.

Extension of Coverage

The SEC reserves the right to extend the covered period as deemed necessary upon evaluation of ensuing developments relative to the COVID-19 situation.

Effectivity

This memorandum circular approved on March 18, 2020 shall take effect immediately.



See attached SEC Memorandum Circular for the complete details of this publication.