Annual SEC Filing Requirements: How to Submit the General Information Sheet (GIS) and Financial Statements

In the Philippine corporate landscape, the Securities and Exchange Commission (SEC) serves as the primary regulatory body ensuring transparency and accountability. Central to this mandate is the requirement for all registered corporations—regardless of size or operational status—to submit annual reports. Failure to comply often results in hefty fines, "revoked" or "suspended" status, and significant hurdles in securing business permits or entering into contracts.


I. The General Information Sheet (GIS)

The GIS is a sworn statement providing a "snapshot" of the corporation’s current structure. It is the primary document the SEC uses to verify a company's existence and its key personnel.

1. Mandatory Contents

The GIS must contain the following updated information:

  • Corporate Name and Registration Number: As indicated in the Articles of Incorporation.
  • Principal Office Address: The specific location of the company.
  • Stockholders and Beneficial Owners: Names, nationalities, and percentage of ownership.
  • Board of Directors and Officers: Names of directors, the President, Treasurer, Corporate Secretary, and other key executives.
  • External Auditor: If applicable.
  • Primary Purpose: As stated in the Articles of Incorporation.

2. Filing Deadlines

Pursuant to the Revised Corporation Code (RCC), the GIS must be filed:

  • Within thirty (30) calendar days from the date of the annual stockholders' meeting (for stock corporations) or the annual members' meeting (for non-stock corporations).
  • If no meeting is held: The corporation is still required to file a GIS within 30 days of the scheduled date of the meeting as per the Bylaws. The Corporate Secretary must also submit a Notice of Non-Holding of Meeting explaining the reasons (e.g., lack of quorum).

3. Updates and Amendments

Any change in the corporation's directors, officers, or ownership during the year requires the filing of an Amended GIS within thirty (30) days from the date the change occurred or was effective.


II. The Annual Financial Statements (AFS)

The AFS provides an overview of the corporation’s financial health and performance over the preceding fiscal year.

1. Classification of AFS

The requirements for the AFS vary based on the corporation's financial thresholds:

  • Audited Financial Statements (Audited FS): Required for corporations with total assets or total liabilities of ₱600,000.00 or more. These must be audited and signed by an independent Certified Public Accountant (CPA) accredited by the Board of Accountancy (BOA) and the SEC.
  • Unaudited/Treasurer’s Certified FS: Small corporations with assets or liabilities below the ₱600,000.00 threshold may submit financial statements certified under oath by the Treasurer.

2. Essential Attachments

The AFS filing is not complete without:

  • BIR Stamped Receipt: The FS must first be filed with the Bureau of Internal Revenue (BIR) and stamped "Received."
  • Statement of Management’s Responsibility (SMR): A formal declaration signed by the Chairman, President, and Treasurer.
  • Auditor’s Report: For those requiring an audit.

3. The SEC Phased Filing Schedule

To manage the volume of submissions, the SEC typically releases an annual Memorandum Circular providing a "drop-off" schedule based on the last digit of the corporation’s SEC registration or license number.

Last Digit of SEC Registration Filing Window (Tentative)
1 and 2 First week of the filing month
3 and 4 Second week
5 and 6 Third week
7 and 8 Fourth week
9 and 0 Fifth week

III. Submission via the eFAST System

The SEC has transitioned to a fully digital filing environment through the Electronic Filing and Submission Tool (eFAST). Physical, over-the-counter filings are generally no longer accepted unless specifically authorized.

Submission Workflow

  1. Registration: The corporation must create an account on the eFAST portal.
  2. Document Preparation: Reports must be converted into PDF format following the SEC’s specific naming conventions and file size limits.
  3. Uploading: The GIS and AFS are uploaded to the portal.
  4. Review: The SEC "Receiving Officer" reviews the documents online.
  5. Acceptance: Once validated, the system generates an Electronic Acknowledgement Receipt (QR Code), which serves as proof of filing.

IV. The MC28 Requirement

Under SEC Memorandum Circular No. 28, Series of 2020, all corporations must designate and submit a valid official email address and a mobile phone number. This information is used by the SEC to send digital notices and confirmation of filings. Failure to comply with this requirement can block a corporation from successfully using the eFAST portal.


V. Penalties and Sanctions

The SEC imposes a progressive penalty system for non-compliance. These are governed by the "Scale of Fines" issued by the Commission.

1. Common Violations

  • Late Filing: Filing after the 30-day window (GIS) or after the phased schedule (AFS).
  • Non-Filing: Failure to submit reports for a particular year.
  • Incomplete Information: Omitting mandatory details like the Beneficial Ownership declaration.

2. Consequences

  • Monetary Fines: Fines increase based on the total assets of the corporation and the duration of the delay.
  • Delinquency Status: If a corporation fails to file its reports three (3) times, consecutively or intermittently, within a period of five (5) years, the SEC may place the corporation under delinquent status.
  • Revocation: Persistent failure to comply after being placed on delinquency can lead to the revocation of the Certificate of Incorporation.

3. Late Filing Penalty Formula

While the scale varies, the general structure for a late GIS or AFS for a domestic stock corporation is as follows: $$\text{Penalty} = \text{Basic Fine} + (\text{Monthly Penalty} \times \text{Number of Months Delayed})$$ Note: The specific amounts for the "Basic Fine" and "Monthly Penalty" are determined by the corporation's total assets as declared in the AFS.


VI. Summary Checklist for Compliance

Document Deadline Format
General Information Sheet (GIS) 30 days after Annual Meeting eFAST (PDF)
Annual Financial Statements (AFS) Based on Last Digit of SEC No. eFAST (PDF)
MC28 (Contact Details) One-time (unless updated) eFAST/Email
Notice of Non-Holding Within 30 days of scheduled date eFAST (PDF)

Disclaimer: This content is not legal advice and may involve AI assistance. Information may be inaccurate.