Procedures in the Filing of Audited Financial Statements and General Information Sheet after the Enhanced Community Quarantine

This accounting alert provides guidelines to all entities registered with the Securities and Exchange Commission (SEC) in relation to the filing of their Annual Financial Statements (AFS) and General Information Sheet (GIS) after the enhanced community quarantine (ECQ).

To maintain an organized and orderly filing of AFS and GIS after the ECQ, the SEC, pursuant to its authority under the Revised Corporation Code and Securities Regulation Code adopt the following measures in the filing of annual reports though SEC Memorandum Circular No. 18, series of 2020:

Filing of AFS

1. All corporations, including branch offices, representative offices, regional headquarters and regional operating headquarters of foreign corporations, shall file their AFS and GIS thru the SEC Express Nationwide Submission (SENS) to any courier of their choice and/or Philippine Postal Office. All corporations with principal office under the jurisdiction of any of our extension offices, shall file their reports to the nearest extension office. All SEC satellite offices shall be temporarily closed for receiving of reports. All filings shall be delivered to the SEC Head Office, Ground Floor, Secretariat Building, PICC Complex, Pasay City by the Philpost and/or Courier;
2. The AFS, other than the consolidated financial statements, shall have the stamp "received" by the Bureau of Internal Revenue (BIR) or its authorized banks, unless the BIR allows an alternative proof of submission for its authorized banks (e.g., bank slips);
3. 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:

June 29, 30 July 1, 2, 3, 6, 7, 8, 9, 10            :                       1 and 2

July 13, 14, 15, 16, 17                                       :                       3 and 4

July 20, 21, 22, 23, 24                                    :                       5 and 6

July 27, 28, 29, 30                                          :                       7 and 8

August 3, 4, 5, 6, 7                                         :                       9 and 0

4. All corporations may file their AFS thru SENS 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 3 pertaining to said digit;

5. Late filings or filing after respective due dates shall be accepted starting August 10, 2020 thru SENS 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 3;

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 SEC 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 SEC 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.

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).

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. 

Date of Submission of AFS and GIS

The date of mailing of reports such as the GIS and AFS, as shown by the registry receipt of the courier, shall be considered as the reckoning date of submission of the GIS and AFS.  For reports filed through registered mail in the Philippine Postal Corp., the reckoning date of receipt shall be the date of receipt by the PhilPost. For reports filed through email during the ECQ, the reckoning date of receipt shall be the date stated in the Acknowledgement Confirmation stated in the email as attached to the hard copy of the reports submitted.

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