SEC Issues a Notice on the Early Conduct of Annual Stockholders’ Meetings (ASM)
Summary
On March 9, 2026, the SEC Markets and Securities Regulation Department (MSRD) issued a notice providing guidelines for companies intending to conduct their Annual Stockholders’ Meeting (ASM) earlier than the date indicated in their bylaws. These rules apply to Publicly-Listed Companies (PLCs) and other entities with registered securities under MSRD supervision.
Key Points
Board Approval and Justifiable Reason
A company planning to hold an ASM earlier than its bylaw‑stated date must show a justifiable reason and secure Board of Directors approval, supported by a Secretary’s Certificate submitted with the written notice to the SEC.
Notice to the Commission
Companies must submit a written notice explaining the justifiable reason for the early ASM to the MSRD at msrd_srd@sec.gov.ph, at least thirty‑two (32) business days before the scheduled ASM.
This ensures compliance with required filing timelines for the Preliminary Information Statement (PIS), Definitive Information Statement (DIS), and the distribution of information statements under the Securities Regulation Code (SRC) and its Implementing Rules and Regulations (IRR).
Disclosure Through SEC Form 17‑C
The company must disclose the early ASM and its justification through SEC Form 17‑C (Current Report).
- The form must be posted on the company website, and
- For PLCs, it must also be disclosed through the Philippine Stock Exchange (PSE) Electronic Disclosure Generation Technology (EDGE).
For the conditions that must be observed including the protection of stockholder rights, measures to support minority stockholder participation, and compliance with the required filing and distribution periods as well as other provisions issued without prejudice to applicable laws, regulations, and company governance documents, please refer to the full SEC Notice on the Early Conduct of Annual Stockholders’ Meetings below.
Please refer to the PDF file below for further guidance.
To explore additional SEC Memorandum Circulars referenced in this alert or to access related regulatory issuances, you may also visit www.sec.gov.ph for more comprehensive guidance.
