Electronic submission of SEC reportorial requirements
This step towards digital and remote submission provides a much-needed ease and simplicity in compliance.
Published in Daily Tribune on March 19, 2021
by: Migmar Bernped S. Francisco
The advent of Republic Act 11232, or the Revised Corporation Code of the Philippines, ushered in a number of salient changes not only in the organization of and other fundamental matters concerning corporations, but also in the processes of the Securities and Exchange Commission (SEC).
One such is Section 180 of the said Act, which directs the development and implementation of a filing and monitoring system.
Adhering to the mandate, the SEC issued Memorandum Circular 3, Series of 2021 dated 9 March 2021, which provides for the submission of reports in a digital format in lieu of hard copies through the Online Submission Tool or OST.
Reports to be digitally submitted include Audited Financial Statements (AFS), General Information Sheets (GIS), Sworn Statements for Foundations, General Form for Financial Statements, Special Form for Financial Statements, as well as Affidavits of Non-Operation together with the GIS or AFS, and Affidavits of Non-Holding of Annual Meeting together with the GIS. In filing through the OST, the filer will be notified on whether the report should be filed in Portable Document Format or PDF, Microsoft Excel or other formats.
With this new method of filing, there will be instances when filers may have difficulties in the enrollment and submission of reports. To address this, there will be kiosks offering technical assistance from 15 March 2021 to 15 December 2021 in SEC offices and other designated areas. Thereafter, submissions shall be done remotely.
The SEC and its other offices may nevertheless still accept over the counter submissions upon presentment of notice from the OST that issues were encountered during the process of enrollment and/or submission.
It should be noted that while the OST is open 24 hours, submissions are only accepted from Mondays to Fridays. Consequently, submissions outside operating hours are considered filed on the next working day. If the report is submitted in accordance with existing rules, the date of submission shall be the date of receipt.
Regarding the deadline of submissions, Corporations are required to submit their GIS within 30 calendar days following the date of their annual meetings.
Stock corporations with fiscal year ending 31 December shall submit their AFS in accordance with a schedule based on the last digit of their SEC registration or license numbers. For those ending with 1, within 1 to 30 June; those ending with 2, within 1 to 31 July; those ending with 3 or 4, within 1 to 31 August; those ending with 5 or 6, within 1 to 30 September; those ending with 7 or 8, within 1 – 31 October; and lastly, those ending with 9 or 0, within 1 to 30 November. Worth mentioning is that these corporations have the option to enroll and submit their reports earlier than the coding schedule.
Corporations with fiscal years not ending on 31 December must file their AFS must be filed within 120 calendar days from the end of their respective fiscal years. For publicly listed companies and other issuers of securities, submission must be made within 105 days after the end of their fiscal years.
For this year, non-stock corporations still have the option of submitting their reports over the counter or in person. By 2022, however, they will be required to enroll and submit their reports through the OST.
This step towards digital and remote submission provides a much-needed ease and simplicity in compliance. As submissions to the SEC of hard copies of reports are dispensed with, considerations on technical efficiency and environmental sustainability are also addressed. In addition, as the Memorandum Circular is to be implemented starting this year’s filing period consequently limiting physical interactions, it may also aid in reducing the risk of transmitting the still-looming Covid-19.
