The Securities and Exchange Commission (SEC) said it will soon allow corporations and partnerships to file their audited financial statements (AFS), General Information Sheet (GIS) and other annual reports in digital format and remotely through a newly developed online submission tool (OST).
The agency released on February 18 for public comment the draft memorandum circular providing for the schedule and procedure for the online submission of annual reports, as part of efforts to further limit face-to-face interactions during the pandemic, automate business transactions and promote sustainable business practices.
The SEC will roll out the OST in time for this year’s filing season. Initially, corporations may use the OST to file their AFS, GIS, Sworn Statement for Foundation (SSF), General Form for Financial Statement (GFFS), and Special Form for Financial Statement (SFFS).
The OST will likewise accept submissions of Affidavit of Non-Operation(ANO), together their GIS or AFS, and Affidavit of Non-Holding of Annual Meeting (ANHAM), together with the GIS, during the initial implementation.
The initiative operationalizes Section 180 of Republic Act No. 11232,or the Revised Corporation Code of the Philippines, which mandates the SEC t odevelop and implement an electronic filing and monitoring system.
It is likewise consistent with Republic Act No. 11032, or the Ease of Doing Business and Efficient Government Service Delivery Act of 2018, which requires government agencies to adopt a zero-contact policy.
To use the OST, corporations, partnerships, and their authorized filers are required to enroll in the online submission facility by accomplishing the online application form and submitting the required documents.
The SEC will require a corporation or partnership enrolling in the OST to submit a board resolution authorizing its representative to file reports on behalf of the corporation or partnership, and a Special Power of Attorney from the authorized filer/representative to file reports for and on behalf of the corporation or partnership.
In addition, the corporation or partnership will have to submit a copy of its submission of email addresses and cellular phone numbers or its accomplished GIS using the 2020 version, as required by SEC Memorandum Circular No. 28, Series of 2020.
The enrollment period will open tentatively on March 15.
The SEC will require all stock corporations, including the branch offices, representative offices, regional headquarters and regional operating headquarters of foreign corporations, to submit their reports using the OST starting this year.
Non-stock corporations, meanwhile, will still have the option to submit their reports over the counter this year. By 2022, the SEC will require all non-stock corporations to enroll in and submit their reports through the OST.
Law, consultancy, and other firms providing related services to corporations and partnerships may likewise enroll in the OST.
Once enrolled, the authorized filer of a corporation or partnership may start submitting reports through the OST. The SEC will no longer require the submission of the hard copies of the reports. The OST will specify the format of the reports for submission.
For the GIS, for instance, a filer must submit the accomplished but unsigned form saved as a multi-page portable document format (PDF), as well as the high resolution scan of the signed and notarized document saved as a multi-page PDF.
The SEC will review the quality of the image of the reports submitted. Once the reports have passed quality assurance, the filer will receive a QRcode indicating the final acceptance of the reports. Once transmitted to the concerned department, non-confidential reports will be made available on an online portal for public use.
The SEC said it will no longer accept submissions made through email, mail or courier, and provide drop boxes in its offices once the OST goes live.
The SEC’s extension offices outside of the National Capital Region will only accept reports over the counter if the filer encountered problems during the enrollment or submission process. The filer will have to present the corresponding notice generated by the OST.
All corporations shall submit the GIS within the 30 days following their respective annual meetings. For their AFS, corporations whose fiscal years ended on December 31, 2020 shall observe the following filing schedule, based on the last numerical digit of their SEC registration or license numbers:
Corporations whose fiscal year ends on a date other than December 31 should file their AFS within 120 days from the end of their fiscal year.
Meanwhile, publicly listed companies and other issuers of securities should file their AFS within 105 days after the end of their fiscal years.
Corporations whose AFS are audited by the Commission on Audit (COA) may submit outside the prescribed filing schedule, provided they attach an affidavit and a letter from COA attesting to the timely submission of their financial statements and supporting documents to the state auditor.
Corporations required to submit the GFFS and SFFS will have until September 30 to comply using the OST. The SEC will no longer require the certification under oath, previously prescribed under SEC Memorandum Circular No. 6, Series of 2006.