SEC Announces Amnesty for Non-Filing or Late Filing of GIS, AFS

On March 15, 2023, the Securities and Exchange Commission (SEC) issued Memorandum Circular (MC) 2 Series 2023 granting amnesty for failure to file and late filing of the General Information Sheet (CIS) and Annual Financial Statement (AFS). and non-compliance with MC 28, 2020 series.

Pursuant to Section 177(b) of the Revised Corporate Code (RCC), the SEC imposes fines and/or penalties on regulated entities for late filing of required reporting requirements and may place corporations in overdue status if they fail to file reporting requirements three times in a row or intermittently. within five years.

The power and power to amnesty all fines and penalties that may be imposed by the commission on corporations are necessary and secondary to the exercise of the power to impose administrative sanctions under Article 158 PC.

The granting of amnesty for fines and penalties will promote compliance by regulated entities, provide identification of active and inactive corporations, and provide corporations with broad and cost-effective opportunities to comply with documentation and reporting requirements under the RCC and rules promulgated by the SEC.

The amnesty for fines and penalties applies to: failure to provide and late submission of GIS for the last and previous years; non-submission and late submission of AFS for the last and previous years; and non-compliance with MC 28.

MC 28 authorizes every corporation, association, partnership, and person under the jurisdiction and control of the SEC to create and assign an official email address and mobile phone number. For violation, an administrative fine of 10,000 rubles is provided.

The amnesty rate is set at 5,000 pesos, including all violations for late submission and non-submission of the GIS and AFN, while the violation of MC 28 must be cancelled. The previous rate applies subject to the applicant corporation or organization submitting the latest reporting requirements to be met at the time of application and complying with MC 28 through the submission portal.

The amount of amnesty for suspended and recalled corporations, including those that have applied for a suspension/cancellation, is 50 percent of the fines assessed, including all violations for late submission and non-submission of the SIS and the FSA. Non-compliance with MC 28 is also not allowed. The foregoing rate applies subject to payment of the filing/petition fee, the filing of the applicable litigation with the SEC Companies Registration and Monitoring Department and expansion offices, and compliance with the requirements set forth in Section 3.

The following entities are excluded from the scope of this prospectus: those whose securities are listed on the Philippine Stock Exchange (PSE); those whose securities are registered but not listed on the PSE; corporations considered public companies with intra-corporate disputes and contentious GIS; and other corporations subject to Sec. 17.2 of Republic Act 8799 or the Securities Regulation Code.

Only those who have applied for an amnesty and received an eFAST payment assessment form and paid electronically with the SEC or the Land Bank of the Philippines are eligible for amnesty under this circular. . After that, you must comply with the existing scale of fines and penalties issued by the SEC.

To know all the details about MC, I recommend that you visit our official website and check the following link: https://www.sec.gov.ph/mc-2023/sec-mc-no-02-series-of-2023/#gsc.tab=0

Calvin Lester K. Lee WithCommissioner of the Securities and Exchange Commission (SEC). The views and opinions expressed here are his own. You can send your comments and questions to [email protected].