2019 FILING OF ANNUAL FINANCIAL STATEMENTS AND GENERAL INFORMATION SHEET

The Securities and Exchange Commission (SEC) aims to maintain an organized filing of the Annual Financial Statements (AFS) pursuant to the authority granted by the Corporation Code and Securities Regulation Code. Recently, SEC issued Memorandum Circular (MC) No. 1-2019, which provides guidelines for the filing of the AFS and General Information Sheet (GIS).

Submission of Audited Financial Statements (AFS) of Companies whose Fiscal Year ends on December 31, 2018

1) The Financial Statements (FS) of the following domestic corporations shall be audited by an independent certified public accountant (CPA) registered with the Board of Accountancy:

1. a) stock corporations with paid-up capital of PhP50,000.00 or more; and
2. b) non-stock corporations with annual gross receipts of PhP100,000.00 or more, or total assets of PhP50,000,000.00 or more

2) The FS of the following domestic corporations shall, at the minimum, be certified under oath by the treasurer of the corporation:

1. a) stock corporations with paid-up capital of less than PhP50,000.00; and
2. b) non-stock corporations with annual gross receipts of less than PhP100,000.00 or a total assets of less than PhP500,000.00.

3) The FS of the following foreign corporations shall be audited by an independent CFA registered with the Board of Accountancy:

1. a) branch office of a stock foreign corporation with total assets of PhP500,000.00 or more;
2. b) branch office of a non-stock foreign corporation with total assets of PhP500,000.00 or more; c) representative office of a foreign corporation with total assets of PhP500,000.00 or more;
3. d) regional operating headquarters of multinational companies with assigned capital of PhP50,000.00 or more;
4. e) regional headquarters of multinational companies with total assets of PhP50,000.00 or more.

4) The FS of the following foreign corporations shall, at the minimum, be certified under oath by the treasurer of the of the corporation:

1. a) branch office of a stock foreign corporation with assigned capital of less than PhP50,000.00; b) branch office of a non-stock foreign corporation with total assets of less than PhP500,000.00; c) representative office of a foreign corporation with total assets of less than PhP500,000.00;
2. d) regional operating headquarters of multinational companies with assigned capital of less than PhP500,000.00;
3. e) regional operating headquarters of multinational companies with total assets of less than PhP500,000.00

The AFS shall be submitted to SEC after it is stamped “received” by the Bureau of Internal Revenue. This procedure applies to all AFS other than the consolidated financial statements. The deadline for submission of the annual financial statements shall depend on the last numerical digit of the SEC registration or license number, as follows:

• April 22-26 for corporations with registration number ending in 1 or 2;
• April 29,30, May 2-3 for corporations with registration number ending in 3 or 4;
• May 6-10 for corporations with registration number ending in 5 or 6;
• May 20-24 for corporations with registration number ending in 7 or 8; and
• May 27-31 for corporations with registration number ending in 9 or 0;

Please note that registered corporations may submit their AFS earlier than the dates set above without regard to the last numerical digit of their registration.

Also, the deadlines set above pertains to corporations with fiscal year ending December 31. Corporations with fiscal year end other than December 31 must file their AFS within 120 days from the end of the fiscal year.

Submission of General Information Sheet (GIS)

The SEC also issued MC 17-2018 which revises the format of the GIS to include disclosure of beneficial ownership. The new GIS format shall be used beginning June 30, 2019. This can be downloaded in the SEC website.

The GIS should be certified and sworn to by the corporate secretary.

All corporations are required to file their GIS within 30 days from:

• Date of actual annual stockholders’ meeting for stock corporation;
• Date of actual annual members’ meeting for non-stock corporation; and
• Anniversary date of issuance of SEC License for foreign corporations.

If the corporation is unable to hold the meeting for the calendar year, the GIS shall be filed not later than January of the following year.

If the corporation is not in operation, it should submit an Affidavit of Non-Operation within 120 calendar days after the end of the fiscal year as specified in the by-laws, with the GIS and FS.