2017 Filing of AFS and GIS

In line with this year’s filing of annual reports, the Securities and Exchange Commission (SEC) issued its first memorandum circular to maintain an orderly filing of the annual audited financial statements (AFS) and general information sheet (GIS).

Pertinent provisions are as follows:

For AFS

1. All corporations including branch offices, representative offices, regional headquarters and regional operating headquarters of foreign corporations whose fiscal year ends on Dec. 31, 2016 must, depending on the last numerical digit of their SEC registration or license number, be governed by the following schedule in the filing period for 2017: April 17, 18, 19, 20, 21 : “1”, “2” April 24, 25, 26, 27, 28 : “3”, “4” May 2,3, 4, 5 : “5”, “6” May 8, 9, 10, 11, 12 : “7”, “8” May 15, 16, 17, 18, 19 : “9”, “0” 2. The above filing schedule does not apply to the following corporations:

(a) Those whose fiscal year ends on a date other than Dec. 31, 2016. These entities should file their AFS within 120 calendar days from the end of their fiscal year;

(b) Those whose securities are listed on the Philippine Stock Exchange (PSE) and those whose securities are registered but not listed in PSE and public companies.

These entities will continue to observe the due date of filing of their AFS (within 105 calendar days after the end of fiscal year) as attachment to their Annual Reports (SEC Form 17-A), in accordance with the implementing Rules and Regulations of the Securities Regulation Code; and,

(c) Those whose AFS are being audited by the Commission on Audit (COA).

3. Prior to April 17, 2017, all corporations may file their AFS regardless of the last numerical digit of their registration or license number.

4. Late filings will be accepted starting May 22, 2017 and shall be subject to the prescribed penalties which shall be computed from the date of the last day of the required filing schedule.

5. The AFS, other than the consolidated financial statements, must have the stamped “received” by the Bureau of Internal Revenue (BIR) or its authorized banks, unless the BIR allows an alternative proof of submissions for its authorized banks (e.g. bank slips).

6. The basic components as prescribed under SRC Rule 68, as amended, must be submitted by filers. Failure to comply with any of the formal requirements under the rule including the prescribed qualifications for independent auditors and/or any material deficiency or misstatement that may be found upon evaluation of the specific contents thereof, will be considered a sufficient ground for the imposition of penalties by SEC. The acceptance and receipt by the Commission of the financial statements will be without prejudice to such penalties.

For GIS

All corporations must file their GIS within 30 calendar days from: (a) Stock corporations - date of annual stockholders’ meeting per By-Laws;

(b) Non-stock corporations - date of annual members’ meeting per By-Laws; or,

(c) Foreign corporations - anniversary date of the issuance of the SEC License.

All filers of AFS and GIS, complying with the circularized SEC-issued number coding schedule (for AFS only) may choose to avail of any of the following options:

(a) Direct submission to SEC’s Head Office in PICC Building, all satellite offices (Ali Mall-Cubao Quezon City, SM Manila, SM North Edsa, Robinson’s Galleria and Muntinlupa City Hall) and Extension Offices (Cebu, Iloilo and Davao); or (b) Filing through SEC Express Nationwide Submission (SENS); or (c) Filing through SEC Express Online Submission; or (d) Filing through any courier/regular mail. Should the filers opt to submit the AFS and GIS through SENS, SEC express online submission, or courier/regular mail, filing must be done before April 17, the first day of the staggered deadline.