Corporations may start using the online submission tool (OST) to submit their annual financial statements (AFS), General Information Sheet (GIS), and other annual reports to the Securities and Exchange Commission (SEC) by March 15.
The Commission on March 9, 2021 issued Memorandum Circular No. 3, Series of 2021, or the Schedule and Procedure for the Filing of Annual Financial Statements, General Information Sheet and other Covered Reports.
“With the OST, we are one more step closer to achieving our ease-of-doing-business and sustainability goals, which have been at the core of our ongoing digital transformation,” SEC Chairperson Emilio B. Aquino said.
“The OST is equally important in our efforts to automate business transactions to limit face-to-face interactions, and consequently help stem the transmission of COVID-19 and accelerate the country’s recovery from the pandemic.”
MANDATORY ENROLLMENT
Corporations and their authorized filers are required to enroll in the OST by accomplishing the online application form and submitting the required documents at https://cifss-ost.sec.gov.ph/.
The documents required for enrollment include a board resolution authorizing its representative to file reports on behalf of the corporation, as well as a copy of their submission of email addresses and cellular phone numbers or their accomplished GIS using the 2020 version of the form, as required by SEC Memorandum Circular No. 28, Series of 2020.
All stock corporations, including the branch offices, representative offices, regional headquarters and regional operating headquarters of foreign corporations, will be required to submit their reports using the OST starting this year.
Meanwhile, nonstock corporations will still have the option to submit their reports over the counter. By 2022, the Commission will require all nonstock corporations to enroll in and submit their reports through the OST.
Law, consultancy and other firms providing related services to corporations may also enroll as authorized filers.
ONLINE SUBMISSION
The authorized filer of a corporation may start submitting reports through the OST at https://cifss-ost.sec.gov.ph/ once they have successfully enrolled. The SEC will no longer require hard copies of the reports submitted through the portal.
Corporations may use the OST for the filing of their AFS, GIS, Sworn Statement for Foundation (SSF), General Form for Financial Statements (GFFS), and Special Form for Financial Statements (SFFS) during the initial implementation.
The OST will likewise accept submissions of Affidavit of Non-Operation (ANO), together with the GIS or AFS, and Affidavit of Non-Holding of Annual Meeting (ANHAM), together with the GIS.
The online facility will show the required format of the report to be submitted. For instance, a GIS must be submitted as an accomplished but unsigned form saved as a multipage portable document format (PDF) with text layer, as well as a high-resolution scan of the signed and notarized document saved as a multipage PDF.
The reports will undergo quality check upon submission. Once approved, the filer will receive a QR code indicating the final acceptance of the reports.
Upon successful submission, the reports will be made available to the public through the Online Submission Portal.
Submissions made through email, mail or courier, and drop boxes in SEC offices will no longer be accepted once the OST goes live.
The Commission’s extension offices outside of the National Capital Region will only accept reports over the counter if the filer encountered problems during the enrollment or submission process. The filer will have to present the corresponding notice generated by the OST.
Additionally, the Commission will set up OST Kiosks in SEC offices and other designated areas to provide users with technical assistance from March 15, 2021 to December 15, 2021. Subsequent submissions will be done remotely.
DEADLINES
All corporations shall submit the GIS within the 30 calendar days following their respective annual or actual meetings.
For their AFS, corporations whose fiscal years ended on December 31, 2020 shall observe the following filing schedule, based on the last numerical digit of their SEC registration or license numbers:
1: June 1 to 30
2: July 1 to 31
3 and 4: August 1 to 31
5 and 6: September 1 to 30
7 and 8: October 1 to 31
9 and 0: November 1 to 30
Corporations also have the option to file ahead of the prescribed filing dates through the OST.
Those whose fiscal year ends on a date other than December 31 should file their AFS within 120 days from the end of their fiscal year. Meanwhile, publicly listed companies and other issuers of securities should file their AFS within 105 days after the end of their fiscal years.
Corporations whose AFS are audited by the Commission on Audit (COA) may submit outside the prescribed filing schedule, provided they attach an affidavit and a letter from COA attesting to the timely submission of their financial statements and supporting documents to the state auditor.
Corporations required to submit the GFFS and SFFS will have 30 days from the deadline of their AFS submission to comply using the OST. The SEC will no longer require the certification under oath, previously prescribed under SEC Memorandum Circular No. 6, Series of 2006.
