The Securities and Exchange Commission (SEC) issued Memorandum Circular 02-2024 on Feb. 6, 2024, providing measures for the orderly filing of the Annual Financial Statements and General Information Sheet of corporations.
I. Annual Financial Statements (AFS)
All corporations, including branch offices, representative offices, regional headquarters, and regional operating headquarters of foreign corporations whose fiscal year ends on Dec. 31, 2023, shall file their AFS through Electronic Filing and Submission Tool or eFAST based on their Securities and Exchange Commission (SEC) registration or license number ending in:
* 1 and 2 - April 29-30, May 2-3, 6-10
* 3 and 4 - May 13-17, 20-24
* 5 and 6 - May 27-31/June 3-7
* 7 and 8 - June 10-11, 13-14, 17-21
*9 and 0 - June 24-28/July 1-5
The filing schedule of the AFS above should not apply to the following corporations:
1. Those whose fiscal years end on a date other than Dec. 31, 2023 – filed within 120 calendar days from the end of their respective fiscal years.
2. Those whose securities are listed on the Philippine Stock Exchange, those whose securities are registered but not listed, those considered as public companies, and other entities covered under Sec.17.2 of the Securities Regulation Code – filed within 105 calendar days after the end of fiscal year.
3. Those whose AFS are being audited by the Commission on Audit.
Late filings after the due dates provided shall be accepted starting July 8, 2024, and shall be subject to the prescribed penalties, which shall be computed from the date of the last day of filing.
The AFS to be submitted, other than the consolidated financial statements, shall be stamped “received” by the Bureau of Internal Revenue (BIR) or its authorized banks. For companies that filed their AFS through the e-AFS system, they shall attach the system-generated Transaction Reference Number issued by the BIR in lieu of the manual “received” stamp.
The following shall submit Annual Audited Financial Statements:
a. Stock and non-stock corporations with total assets or liabilities of P600,000 or more.
b. Branch offices/representative offices of stock foreign corporations with an assigned capital of P1 million or more.
c. Branch offices/representative offices of non-stock foreign corporations with total assets of P1 million or more.
d. Regional Operating Headquarters of foreign corporations with total revenues of P1 million or more.
Corporations which do not meet the threshold above may submit their AFS, certified under oath by the corporation’s treasurer or chief financial officer.
II. General Information Sheet (GIS)
All corporations shall file with the Commission their GIS through eFAST within 30 calendar days from:
a. For stock corporations – the date of the actual annual stockholders’ meeting.
b. For non-stock corporations – the date of the actual annual members’ meeting.
c. For foreign corporations – the anniversary date of the issuance of their SEC licenses.
For One Person Corporations (OPC), the SEC Form for Appointment of Officers shall be submitted within 15 days from the date of issuance of the OPC’s Certificate of Incorporation or within 5 days from when the change was reflected.
Please be guided accordingly.
Source:
P&A Grant Thornton
Certified Public Accountants