By: Hergie Ann De Guzman
The Philippine Securities and Exchange Commission (SEC), amid the COVID-19 pandemic and implemented Community Quarantine, has been continuously providing the public with convenient ways on how companies could comply with the SEC’s reportorial requirements without compromising the public’s health condition. Below are the policies implemented by the SEC to ensure proper compliance of registered companies even during the pandemic.
Audited Financial Statements (AFS), General Form for Financial Statements (GFFS), and Special Form for Financial Statements (SFFS)
SEC Memorandum Circular No. 5 s.2020 issued on March 12, 2020 extends the submission of the AFS, GFFS, and SFFS for the period ending December 31, 2019 until:
- June 30 for corporations with domestic operations only; and,
- June 30 or 60 days from the date of lifting of travel restrictions, whichever comes later, for companies with domestic and foreign operations.
GFFS and SFFS should be submitted to email@example.com. For publicly listed companies, filing of a special disclosure form or SEC Form 17-LC not later than 5 days before the regular filing date is required to avail the extension.
General Information Sheet (GIS)
Under MC No. 9 s.2020 issued on March 18, 2020, GIS could be submitted either through registered or ordinary mail, private courier or email and there are separate measures for submission depending on whether or not there are actual holding of annual meeting or election of Directors, Trustees and Officers was actually held and the reason of non-holding of meeting.
If a meeting was held, GIS should be submitted within 30 days from the actual date of meeting to email addresses firstname.lastname@example.org, email@example.com, or firstname.lastname@example.org.
If meetings and elections originally scheduled between March 1 to May 31, 2020 was not held due to health and safety reasons related to COVID-19 and the corporation has no remote communication, it shall report to SEC through mail, courier or email within 30 days from original meeting date. Corporation should specify a new date for the meeting which is within 60 days from the original meeting date. If a meeting is not held due to other reasons, it shall report to SEC within 30 days from original meeting date and specify a new date for meeting which is within 60 days from original meeting date.
Report on non-holding of meeting shall be submitted to email@example.com and shall include the following:
- Corporate Name
- SEC Registration No.
- Date of Annual Meeting per By-Laws
- Date of Actual Meeting
- Reason of Non-holding of Meeting
- Venue of Intended Meeting
- Signed and dated by Corporate Secretary
Results of Election which is held outside the covered period, shall be reported to SEC through submission of GIS within 30 days from date of actual meeting.
Guidelines in the Submission by Electronic Mail
SEC Memorandum Circular No. 10 s.2020 issued March 20, 2020 allows the filing of the covered reports above using electronic mail during the state of public health emergency, in compliance with the Republic Act No. 8792 or the Electronic Commerce Act of 2000. Below are the guidelines to be followed:
- Should be in Portable Document Format (PDF), preferably with Text Layer;
- Should contain an electronic signature as defined in the Electronic Commerce Act of 2000;
- Should be sent as Multipurpose Internet Mail Extensions (MIME) attachments to a valid company email account address or of an authorized representative;
- Documents may be submitted unnotarized;
- The body of email should contain a statement declaring authenticity of the submitted documents and commitment to submit physical copies to SEC once the State of Public Health Emergency is lifted (should include full name, corporate address and mobile number of authorized representative making submission); and,
- Sender should request for a Return Receipt and a Delivery Status Notification.
This pandemic has pushed even our regulators to find for more innovative ways to promote convenience and ease of doing business in the SEC processes .