Securities and Exchange Commission

 

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

SEC Memorandum Circular (MC) No. 28, Series of 2020 dated 27 August 2020, providing for the requirements for corporations, partnerships, associations and individuals to create and/or designate an email address and a cellphone number for transactions with the SEC.

• Persons required to submit official email addresses and cellphone numbers – every corporation, association, partnership and person under the jurisdiction and supervision of the SEC shall submit a valid official email address and a valid official cellphone number within 60 days from effectivity of this rule.

For future applications and applications still pending with the Company Registration and Monitoring Department (CRMD), the official email address and cellphone number should be either indicated in the filled out registration forms or submitted within 30 days from the issuance of the certificate of registration, license or authority.

• Valid email address – a valid official or alternate email address is an existing email address which identifies an email box with at least one (1) gigabyte of unused memory space at any given time to and from which the SEC may deliver and receive email messages through the internet. The official email address must be distinct from the alternate email address of the same corporation, association, partnership or individual.

• Valid Cellphone Number – a valid official or alternate cellphone number is an existing mobile phone number from any telecommunications company legally operating in the Philippines to and from which the SEC may call or deliver or receive Short Message Services (SMS). The official cellphone number must be distinct from the alternate cellphone number of the same corporation, association, partnership or individual.

• Person in Control – the email addresses and cellphone numbers shall be under the control of the corporate secretary, person charged with administration and management of the corporation sole, the resident agent of the foreign corporation, the managing partner, the individual or duly authorized representative.

The corporation, association, partnership or individual must also submit .proof of the authorized representative’s authority (i.e. special power of attorney or secretary’s certificate) to control the email addresses and cellphone numbers and to sign and file the Submission, Authorization/Certificate of Authorization and/or Certification.

• Submission of email addresses and cellphone numbers shall include the following:

1. Complete name of the corporation, association, partnership or person
2. SEC registration number or identification number
3. Official email address
4. Official cellphone number
5. Alternate email address
6. Alternate cellphone number
7. For corporations, the complete name and signature of the corporate secretary, the person charged with the administration and management of corporation sole, or duly authorized representative
8. For partnerships, the complete name and signature of the managing partner or duly authorized representative
9. For natural persons, his/her signature or his/her duly authorized representative’s signature

• Beginning 23 February 2021 onwards, the email addresses and cellphone numbers shall be included in the General Information Sheet (GIS) or Notification Update Form (NUF) regularly filed with the SEC.

• Authorization or Certification of Authorization shall state that the corporation, association, partnership or person allows the SEC to send notices, letter-replies, orders, decisions, and/or other documents through the email addresses and cellphone numbers provided for the purpose of complying with the notice requirement of administrative due process.

• If the corporation, association, partnership or person is unable to create an email account due to the fact that the area where the principal office address is located has no internet access, only the official and alternate cellphone numbers shall be submitted. A Certification shall be executed and filed by the corporation, association, partnership or person stating this fact. However, within 30 days from the time the area where the principal office address is located gains internet access, the corporation, association, partnership or person shall submit to the SEC the official and alternate email addresses.

• A  Notice of Change of Email Address and/or Cellphone Number shall be filed with the SEC within five (5) days from the date the corporation, association, partnership or person decided to change the email address and/or cellphone number.  This shall be likewise accompanied by the Authorization or Certification of Authority.

• In case of double filing of email addresses and cellphone numbers, the SEC may summon the parties involved to determine the cause of the double filing and to determine whether an intra-corporate dispute exists.  If intra-corporate dispute exists and there is double filing, the Submissions and/or Notices and GIS shall be marked “DISPUTED” and may be unmarked by an order from the appropriate court.

• Failure to submit the email addresses and cellphone numbers within the period provided shall be administratively penalized in the amount of Php10,000.00.

• The MC shall take effect immediately after its publication in the Official Gazette or in at least two (2) newspapers of general circulation in the Philippines.

The MC was published on 31 October 2020 in the Philippine Star and Manila Times

SEC Notice dated 04 November 2020 provides that the online submission of forms/notices pursuant to SEC MC no. 28 series of 2020 shall be filed through the email MC28_S2020@sec.gov.ph.

Hard copies of forms/notices must be filed through the SEC’s Electronic Records Management Division (ERMD) at the SEC Main Office, Secretariat Building, PICC, Pasay City.

Filing procedures of documents during the Community Quarantine Period are provided here.

 

SEC MC No. 30 Series of 2020 dated 13 October 2020 providing for the revision of the General Information Sheet (GIS) of Foreign Corporations to include Beneficial Ownership.

• The MC shall apply to all SEC-registered foreign corporations, both stock and non-stock. The provisions of SEC MC No. 15, Series of 2019 on the Revision of the GIS to include Beneficial Ownership Information (2019 Revision of the GIS) shall also apply to foreign corporations insofar as they are not inconsistent with these guidelines.

• All SEC-registered foreign corporations are required to disclose their beneficial owners in their GIS. The corresponding GIS is revised to include information on beneficial owners as provided for and defined by SEC MC No. 15, Series of 2019.

• The resident agent, country or regional/area head of the foreign corporation shall exercise the due diligence required in obtaining, keeping, reporting and updating the information on beneficial ownership.

• SEC shall be timely apprised of all relevant changes in the submitted beneficial ownership information as they arise. The changes shall be indicated in the NUF and shall be submitted to the SEC within 30 days after the change occurred or became effective.

• The Beneficial Ownership Declaration Page of the GIS for foreign corporations and NUF are modified accordingly. The GIS shall be filled out in accordance with the instruction of the Beneficial Ownership Declaration Page.

• Penalties are as follows:

o    Failure to disclose without any lawful cause, the beneficial owner, the foreign corporation shall be penalized in accordance with Section 11 (i) of SEC MC No. 15, Series of 2019

o    Failure of the Resident Agent, Country Head/Area/Reginal Head of the foreign corporation to exercise the due diligence required to ensure compliance with the requirement to disclose beneficial ownership information resulting that no beneficial owner(s) were timely disclosed in the GIS or the non-submission of the GIS shall be penalized in accordance with Section 11 (ii) of SEC MC No. 15, Series of 2019

o    The above penalties are without prejudice to the imposition of other applicable penalties.

• The MC shall take effect immediately after its publication in the Official Gazette or in at least two (2) newspapers of general circulation in the Philippines.

The MC was published on 5 November 2020 in the Philippine Star and Manila Times.

(ERRATUM to Special InTAX: November 2020 Issue 1 | Volume 2, The word “resignation” in first salient point should be read as “retirement”, hence, it reads as: RB received under a registered retirement plan, even if it lacks one of the conditions such as length of service, are exempt from income tax, provided that the date of retirement and receipt of the RB is within the covered period.)

 

SEC Memorandum Circular No. 30, Series of 2020

Memorandum Circular No. 28, Series of 2020

Online and Manual Submission of Forms/Notices Pursuant to Memorandum Circular (MC) No. 28, Series of 2020