The Securities and Exchange Commission (SEC) is imposing higher fines and penalties for the late and non-filing of reportorial requirements by corporations starting April 1.
The Commission on March 27 issued SEC Memorandum Circular No. 6, Series of 2024, providing for the Updated Fines and Penalties on the Late and Non-Submission of Audited Financial Statements (AFS), General Information Sheet (GIS), Non-Compliance with SEC Memorandum Circular No. 28, Series of 2020 (MC 28).
The higher fines and penalties come after the implementation of the SEC Amnesty Program, which gave corporations a chance to settle the fines and penalties they have accumulated for non-compliance with reportorial requirements at a lower cost.
The previous scale of fines was implemented about 22 years ago in July 2002.
When considered late
The submission of reportorial requirements such as the GIS and AFS is required under Republic Act No. 11232, or the Revised Corporation Code.
Under the guidelines, a one person corporation (OPC), stock or non-stock domestic corporation is deemed to have a late filing or submission if a report is filed after the due date, but still within a year after the prescribed deadline for filing.
If the report is filed more than one year from the prescribed period, the penalty shall be the base fine for non-filing, and the computation of the monthly penalty shall not exceed 12 months.
For stock and non-stock foreign corporations, late filing means a report was filed after 30 days from the anniversary date of the issuance of the SEC license for GIS or from the prescribed deadline for AFS.
Should a filing be made after 60 days, fines shall be based on the base fine of for non-filing, and the computation of the monthly penalty shall not exceed 12 months.
Filing of the MC 28 report shall be considered late if made beyond 30 calendar days from the issuance of the certificate of registration, license, or authority for all types of corporations.
New scale of fines and penalties
Under the new scale of fines and penalties, OPCs and domestic stock corporations with retained earnings of not more than P100,000 will incur a basic penalty of P5,000 for the late filing of their GIS or AFS, plus P1,000 for every month of continuing violation.
The same penalty applies to domestic non-stock corporations with a fund balance or equity of not more than P100,000.
Meanwhile, non-filing of GIS or AFS by OPCs and domestic stock and non-stock corporations with retained earnings and fund balance/equity, respectively, of not more than P100,000 will incur a basic penalty of P10,000, plus P1,000 per month of continuing violation.
Foreign stock corporations with accumulated income/fund balance/members’ equity of less than P100,000 will incur a fine of P10,000 plus P 6,000 late penalty, if their report is filed after 30 days, or P12,000 penalty, if filed after 60 days.
The base penalty for foreign non-stock corporations with less than P100,000 accumulated income/fund balance/members’ equity is at P5,000, plus P 6,000 penalty if filed after 30 days, or with an additional P12,000 penalty if filed after 60 days.
A fine of P10,000, plus a penalty of P12,000, shall be imposed for the non-filing of reports by both foreign stock and non-stock corporations with accumulated income/fund balance/members’ equity of less than P100,000.
The penalty for non-compliance with MC 28 is set at P20,000, double the previous rate of P10,000. PR