Special InTAX: March 2020 Issue 3 | Volume 8

The Securities and Exchange Commission (“SEC”) issued the following Memorandum Circulars (MC): 

1. SEC MC No.5 series of 2020 dated 12 March 2020 grants an extension of time without penalty within which to submit the Annual Reports, including the applicable quarterly reports for year 2020, and Audited Financial Statements (AFS) for the period ended 31 December 2019 to companies whose business operations and preparation and audit of annual financial statements are affected by travel bans/restrictions, temporary suspension of business operations, and/or measures imposed by authorities in response to COVID-19:

a.         For companies doing domestic operations only: an extension of time until 30 June 2020; and

b.         For companies with domestic and foreign operations: an extension of time until 30 June 2020 or 60 days from that date of lifting of travel restrictions/ban by the concerned government authorities, whichever comes later.

The extension of time to file is subject to compliance with the requirements indicated in the MC.

Companies whose preparation of financial statements or completion of statutory audits are not affected by COVID-19 are required to file their Annual Reports and/or AFS for the year ended 31 December 2019 within the period prescribed under the existing rules and regulations.

The MC shall be published in two (2) newspapers of general circulation. 

2. SEC MC No.6 series of 2020 dated 12 March 2020 provides guidelines on the attendance and participation of directors, trustees, stockholders, members and other persons of corporations in regular and special meetings through teleconferencing, video conferencing and other remote or electronic means of communication. The guidelines are pursuant to the provisions of Sections 49, 50 and 52 of Republic Act No. 11232 or the Revised Corporation Code of the Philippines.

The MC shall take effect upon approval.

3. SEC MC No.7 series of 2020 dated 16 March 2020 provides for the Guidelines on preventive measures against COVID-19 in the handling of records at the Securities and Exchange Commission

In accordance with and acting on the directive of the Office of the President to undertake appropriate measures to curtail and eliminate the COVID-19 threat, the Securities and Exchange Commission (SEC) is hereby adopting the following procedures at the ERMD-ICTD:

I.          Requests for plain/authenticated copy of SEC documents

Note that the existing Appointment System and Public Kiosk (ODRS) will be temporarily suspended to avoid face to face contact with the SEC Frontline Employees and the public. Hence, all public requests shall pass through Online Application and Call Center Facility.

II.         Filing/Submission of reports and/or other documents to SEC

All filings at the Head Office and Satellite Offices shall be temporarily suspended, until further notice. However, for the filing/submission of reports and/or other documents to SEC, the clients will be guided as follows:

A.        Filing/submission of reports and other documents through the SEC Express Nationwide Submission: The clients will proceed to the courier for the delivery of documents including the SENS checklist and the undertaking. Note that the Client may avail of the return copy. However, the request for a return copy will be subject to the availability of the courier.

B.        Filing and submission of reports/documents through the Philippine Postal Corp. or through ordinary mail: The clients may file their reports/documents through Registered Mail with return card issued by the Philippine Postal Corp. The clients may also file their reports/documents through ordinary mail or private courier duly accompanied by an affidavit of service, if the registry service is not available. Clients shall enclose a self-addressed envelope for return copies.

The reports/documents submitted through registered mail shall be considered filed on the date of mailing as shown by the office stamp or registry receipt. For reports/documents filed through ordinary mail/private courier, the filing date will be the date of actual receipt of the SEC.

Note that the validation of forms and contents of reports/documents shall be done by the SEC Operating Department requiring the report.

The MC shall take effect immediately.

 

Please see attached Memorandum Circulars for your reference.

2020MCNo05

2020MCNo06

2020MCNo07

 

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