SEC Extends Deadline for Annual and Quarterly Reports for Companies affected by Covid-19

This accounting alert circulates SEC's memorandum circular on the extension of the deadline to give corporations affected by the outbreak of the new coronavirus disease more time to submit their annual and quarterly reports.

Annual Financial Statements

Under SEC Memorandum Circular 05-2020, affected corporations with domestic operations only may file until June 30 their annual reports (SEC Form 17-A) and/or annual financial statements for the period ended December 31, 2019. 

For companies with domestic and foreign operations, the filing period is extended until June 30 or 60 days from the date of lifting of travel restrictions by concerned government authorities, whichever comes later.

Corporations whose preparation of financial statements or completion of statutory audits are not affected by the COVID-19 outbreak are required to file their annual reports and/or annual financial statements for the year ended December 31, 2019 within the periods prescribed under existing rules and regulations. 

Quarterly Reports

The filing period for the quarterly reports (SEC Form 17-Q) of publicly listed companies and registered issuers of securities for 2020 will accordingly adjust. 

Requirements

To request for more time to submit its reports, a publicly listed corporation shall submit a written request to the Commission, through the Markets and Securities Regulation Department, at least five days before the deadline of filing.

The submission shall include:

  1. a sworn certification signed by the company’s president and treasurer to confirm that:
    (i) its financial year ended December 31, 2019;
    (ii) it has significant business operations or subsidiaries in China and/or other affected territories, including the Philippines; and,
    (iii) the timely completion of statutory audit of its financial statements as of December 31, 2019 has been affected by travel restrictions, suspension of business operations and/or other measures imposed by authorities or by the corporation in response to the COVID-19 outbreak.
  2. a sworn certification by its external auditor confirming:
    (i) that it has operations in China and/or other affected territories; and,
    (ii) the impact of the COVID-19 outbreak on the auditing of its financial statements.
  3. the indicative date for its annual stockholders' meeting.

Publicly-listed corporations shall continuously observe its disclosure obligations under Republic Act No. 8799, or The Securities Regulation Code, and Philippine Stock Exchange’s Consolidated Listing and Disclosure Rules.

All non-publicly listed companies that will be filing their December 31, 2019 annual reports and/or audited financial statements shall likewise include sworn certifications signed by its president and treasurer (item number 1 above), and by its external auditor (item number 2 above).

The SEC will continue to assess the impact of COVID-19 on the preparation of financial statements and on the completion of the statutory audits of companies. It may issue appropriate rules and regulations to address the concerns that may further arise.

 

See attached memorandum circular for the details of this publication.