Special InTAX: May 2020 Issue 2 | Volume 7

Securities and Exchange Commission

 

The Securities and Exchange Commission (SEC) issued the following:

SEC Memorandum Circular (MC) No. 18 Series of 2020, dated 11 May 2020, adopting the following procedures in the filing of the Audited Financial Statements (AFS) and General Information Sheets (GIS) to the SEC after the Community Quarantine (CQ):

I.       Scope of the Circular:

1. The Circular covers the filing of the AFS of corporations whose fiscal year ends 30 November 2019 and 31 December 2019.

2. Those who are required to file Annual Reports with fiscal year ending 31 December 2019 or on dates other than 31 December 2019, shall file their AFS/Annual Report subject to the filing deadlines as stated in Memorandum Circular Nos. 5 and 17, series of 2020.

3. The Circular excludes the following from the number coding schedule as stated in MC Nos. 5 and 17, series of 2020, in which the filing deadline for filing the AFS/Annual Report remains until 30 June 2020:

a. Publicly-Listed Companies;

b. Issuers of registered securities under the supervision of the Market and Securities Regulation Department; and

c. Investment Companies, Issuers of Proprietary and Non-proprietary Shares/ Timeshares, and Public Companies.

II.       Procedures:

1. All corporations shall file their AFS and GIS through the SEC Express Nationwide Submission (SENS) to any courier of their choice and/or Philippine Postal Office (PhilPost).

a. All corporations with principal office under the jurisdiction of any of the SEC’s Extension Offices (EO) shall file their reports to the nearest EO.

b. All SEC Satellite Offices shall be temporarily closed for receiving of reports. Filings shall be delivered to the SEC Head Office by the PhilPost and/or Courier.

c. The AFS and GIS are allowed to be filed through email prior to the submission of the hard copy through the SENS.

d. However, upon lifting of the ECQ, the corporation may directly file the hard copy of the reports through SENS.

2. All filers of GIS and AFS, regardless of the number of reports to be filed at SEC, may choose to avail of any of the following options along with the following procedures:

 

SENS

Any Courier/Regular Mail with no return copy of reports submitted:

Filer downloads the SEC Express Nationwide Submission Checklist and Undertaking Form (SENS Form). Filer accomplishes and signs the SENS Form. Filer attaches checklist with a signed undertaking to each report to be submitted. Filer encloses the documents and accomplished checklist with undertaking in an envelope. Filer proceeds to the nearest courier area of their choice for his offsite submission and pays the service fee and courier fee. Courier delivers the receiving copy to filer within the agreed period of time.

Filer downloads the SENS Form. Filer accomplishes and signs the SENS Form. Filer attaches checklist with a signed undertaking to each report to be submitted. Filer encloses the documents and accomplished checklist with undertaking in an envelope. Filer proceeds to the courier of his choice or post office.

 

3. Corporations shall file their AFS depending on the last numerical digit of their SEC registration or license number in accordance with the following schedule:

       

June 29,30, July 1, 2, 3, 6, 7,8, 9, 10	1 and 2
July 13, 14, 15, 16, 17	3 and 4
July 20, 21, 22, 23, 24	5 and 6
July 27, 28, 29, 30	7 and 8
August 3, 4, 5, 6, 7	9 and 0

 

a. Regardless of the last numerical digit of their registration or license number, corporations may file their AFS through SENS on or before the first day stated in the above schedule pertaining to the relevant digit.

b. Late filings shall be accepted starting 10 August 2020 thru SENS and shall be subject to the prescribed penalties, computed from the date of the last day of filing schedule as above.

4. The AFS, other than the consolidated financial statements, shall have the stamped “received by the BIR” or its authorized banks, unless the BIR allows an alternative proof of submission for its authorized banks.

5. The basic components of the AFS as prescribed under SRC Rule 68, as amended, shall be submitted by filers. Failure to comply with any of the formal requirements under said Rule shall be considered a sufficient ground for the imposition of penalties by SEC. The acceptance and receipt by the SEC of the financial statements shall be without prejudice to such penalties.

6. Reckoning date of submission:

a. The date of mailing of reports, as shown by the registry receipt of the courier, shall be considered as the reckoning date of submission of the GIS and AFS.

b. For reports filed through registered mail in the PhilPost, the reckoning date of receipt shall be the date of receipt by the PhilPost.

c. For reports filed through email during the CQ, the reckoning date of receipt shall be the date stated in the Acknowledgment Confirmation (AC) stated in the email as attached to the hard copy of the reports submitted.

III.      Effectivity:

The Circular shall be published in two newspapers of general circulation.

SEC Notice dated 19 May 2020, advising that the SEC will open the following payment facilities starting 26 May 2020:

 

SEC MAIN OFFICE – CASHIER	SEC ORTIGAS – CASHIER
Location: Ground Floor Secretariat Bldg. PICC Complex, Roxas Boulevard, Pasay City Schedule: Everyday, from 9:00 A.M. to 2:00 P.M. Contact Number: (02) 8-818-5825	Location: SEC Ortigas Building Ground Floor, EDSA Mandaluyong Schedule: Everyday, from 8:00 A.M. to 3:00 P.M. Contact Number: (02) 8-584-9772

 

However, the cashiers in the SEC Satellite Offices will remain closed until further notice.

SEC Notice dated 21 May 2020 stated that SEC will open the following services to the public starting 1 June 2020:

1. SEC Express System – for the request of SEC Documents (Plain/Authenticated copy) online and thru Call Center

2. SENS - for the submission of SEC reportorial requirements thru Courier and/or PhilPost

The SEC also set up the following measures when submitting/filing/requesting SEC Documents:

1. Selected personnel shall be required to report for work on a scheduled basis until all public transport becomes open to public commuters. Those who are not scheduled to report for work shall continue to work from home.

2. Request for documents shall be done online and thru Call Center, Mondays to Fridays from 8:00 am to 5:00 pm. The Appointment System will still be suspended in order not to allow the public to go to the SEC Head Office to request for SEC documents. Delivery of documents shall be done 5 to 7 days after payment confirmation.

3. Submission of reportorial requirements (AFS and GIS) in hard copy must be in three (3) sets through SENS. Filers will not be allowed to go to SEC Head Office or Satellite Offices to file their reports.

4. Companies with principal office address near any of the SEC EO shall file their reports to the nearest EO.

5. All Satellite Offices shall be temporarily closed for receipt of reports since all submissions shall be through SENS.

6. SEC shall continue to allow the submission of reports (AFS/GIS) through electronic mail (email) as stated in MC No. 10, series 2020 and SEC Notice dated 8 April 2020 under the following email addresses:

·    Audited Financial Statements (AFS)

ermdfs1@sec.gov.ph

ermdfs2@sec.gov.ph

·    General Information Sheet (GIS)

mlmliwanag@sec.gov.ph

mtdmabuyo@sec.gov.ph

·    Report of Non-holding of Election

cmdnotice@sec.gov.ph

For filing of the hard copy of reports under paragraph 3, filers shall attach the AC from the above emails upon submission of the hard copy of AFS and GIS thru SENS for the reckoning date of receipt.

Filers may directly file their AFS and GIS thru SENS and follow the provision for the reckoning date of receipt based on SEC MC No. 18, series of 2020.

SEC Notice dated 21 May 2020, announcing that the Company Registration and Monitoring Department (CRMD), while continuously catering to its online platform applications, will now resume its manual operations in the SEC’s Main Office from 9:00 A.M. to 4:00 P.M., Mondays to Thursdays.

Said manual operations shall cater to applications that have already been assessed and approved through online processing, and thus would specifically include the following:

1. Receiving of proof of payment, set of original and 2 sets of copies of signed and notarized approved CRMD application and supplemental documents required during the processing;

 2. Releasing of signed Certificates of Incorporation/Amendment/Confirmation of Payment, among other approved CRMD applications, through presentment of Original copy of proof of payment; and

3. Releasing of Orders, such as but not limited to the Petitions to Lift Order of Suspension/Revocation and/or Correction through presentment of Original copy of proof of payment.

The Notice shall take effect immediately until further pronouncements shall be made from the lifting of Modified Enhanced Community Quarantine.

SEC Notice dated 21 May 2020, announcing that the SEC is accepting online applications for the Amendment, Conversion or Withdrawal of SEC License and Substitution of Resident Agent of Foreign Corporations.

The monitoring and amendment requirements may be submitted through crmd_amend_foreign@sec.gov.ph, while the list of requirements may be accessed through http://www.sec.gov.ph/services-2/company-2/amendment. 

Signed and Notarized/Consularized/Apostilled hardcopies of abovementioned application documents may be submitted within 30 days from the lifting of the Enhanced Community Quarantine. 

SEC Notice updated 22 May 2020 provided a summary of the guidelines on the alternative modes of filing of reports and other documents with the SEC. It includes the deadlines and email addresses where certain reports and documents may be sent. It likewise provides for the specifications and procedures for submissions of reports and other documents that have been provided through various MCs and Notices/Advisories which may be accessed on the SEC website at http://www.sec.gov.ph/public-information-2/investors-education-and-information/covid-19-related-issuances/.

 

Attached are the full texts of the issuances.

2020NOTICE_AMENDMENT_FOREIGN

2020NOTICE_CRMD-MANUAL-OPERATIONS

2020Notice_-Opening-of-payment-facilities-rev

2020NOTICE_OPENING-OF-THE-SEC-EXPRESS-SYSTEM-AND-THE-SEC-EXPRESS-NATIONWIDE-SUBMISSION-SENS

2020Notice_Summary-of-Guidelines-on-the-Filing-of-Reports-during-the-ECQ-Updated-05222020F

SECMCNo18_-1