InTAX: March 2021 Issue 2 | Volume 1

 

Securities and Exchange Commission

 

The Securities and Exchange Commission (SEC) issued SEC Memorandum Circular No. 3, Series of 2021 dated 09 March 2021, to provide for the Schedule and Procedure for the Filing of Annual Financial Statements, General Information Sheet and Other Annual Reports. Pertinent provisions are as follows:

• The SEC now requires online filing using the Commission’s Online Submission Tool (OST) initially for the following reports:

A.    Audited Financial Statements

1.     Duly stamped received by the Bureau of Internal Revenue (BIR) or proof of filing with the BIR should be attached to the Audited Financial Statements

2.     Duly signed Auditor’s Report

3.     Statement of Management’s Responsibility duly signed by authorized signatories

4.     Compliant with all the Audited Financial Statements requirements as stated in the checklist available on the SEC website, and in accordance with the Revised SRC Rule 68, if applicable

B.    General Information Sheet (GIS)

C.    Sworn Statement for Foundation (SSF)

D.    General Form for Financial Statements (GFFS)

E.    Special Form for Financial Statements (SFFS),

F.     Affidavit of Non-Operation (ANO), to be filed together with the GIS/AFS. Filer may submit a GIS/AFS without any movement/change.

G.    Affidavit of Non-Holding of Annual Meeting (ANHAM), to be filed together with the GIS. Also, the filer may submit a GIS, without any movement/change (No Meeting Held).

•  All corporations registered with the SEC must enroll in the OST in order to access and submit reports through it. The enrollment process of all registered corporations has started on 15 March 2021. However, in case filers cannot enroll and submit reports through the OST, kiosks shall be provided in SEC offices and other areas, as may be designated by the Commission for technical assistance on the use of the OST. The OST Kiosks will be available for nine (9) months, from 15 March 2021 to 15 December 2021. Subsequent submissions shall be done remotely.

• Moreover, the SEC Main Office, all SEC Extension Offices (EOs) and Satellite Offices may accept reports over the counter provided that filers present the Notice from OST that problems have been encountered during the process of enrollment and/or submission.

• To enroll, fill out the application form through https://cifss-ost.sec.gov.ph/ and attach the necessary documentary requirements such as the Board Resolution and MC28 Report.

• The online enrollment shall be open for both corporations and firms providing related services to corporations including, but not limited to, law firms and consultancy firms (the “Firms”), provided that there is a Board Resolution to that effect. The company may function as its own authorized filer or nominate a different email address as its authorized filer, in case a company either outsources the filing of its documents through an external party or uses a different email address within its own company for submission.

• The enrollment is a one-time process for the reporting corporation. In the event the corporation decides to change its/their authorized filer, the reporting company shall enroll a new filer and replace the old one, revising and updating the same enrollment form submitted by the reporting entity when it originally enrolled.

• For the initial implementation of the OST, all stock corporations are required to enroll with the system starting 15 March 2021 to 15 December 2021. Non-stock corporations are given the option to enroll and submit their reports through OST, proceed to the SEC Kiosk for assistance in the enrollment process or submit their reports over the counter. Nonetheless, by 2022, all corporations, whether stock or non-stock, shall be required to enroll and submit their reports through the OST.

• Furthermore, all corporations shall submit their GIS within thirty (30) calendar days after, counted from their date of Annual Meeting or Actual Meeting.

• Lastly, all stock corporations with fiscal year ending 31 December, including branch offices, representative offices, regional headquarters and regional operating headquarters of foreign corporations, shall enroll and file their AFS through the OST, depending on the last numerical digit of their SEC registration or license number, in accordance with the following schedule:

June 1-30             :           1

July 1-30              :            2

August 1-31          :           3 & 4

September 1-30    :           5 & 6

October 1-30        :            7 & 8

November 1-30     :           9 & 0

• All stock corporations may enroll and submit their reports through the OST even prior to their respective coding schedule.

• For stock corporations unable to enroll and file their AFS through the OST based on the above coding schedule, the filing of reports done over-the-counter shall not be accepted. Such corporations are mandated to still enroll and file through the OST.

• For all corporations that have complied with the OST enrollment, all submissions of its reports shall be done online.

• However, the above filing schedule shall not apply to those corporations whose fiscal year ends on a date other than 31 December. These entities shall file their AFS within 120 calendar days from the end of their fiscal year; while listed and public corporations shall continue to observe the due date of filing of their respective AFS.

• The OST shall be open twenty-four (24) hours. However, all submissions shall only be accepted from Mondays to Fridays. Submissions made outside of the OST’s operating hours shall be considered filed on the next working day.

• For the initial implementation (3 months) of the OST and the OSP, the SEC will not impose fees and charges for public access.

 

Attached is the full text of the issuance.

SEC Memorandum Circular No. 3 Series of 2021