Fees for Filing General Information Sheet with SEC

I. Introduction

Every corporation registered with the Philippine Securities and Exchange Commission (SEC) lives or dies by its compliance record. At the center of that record is the General Information Sheet (GIS)—the primary document through which the SEC knows who owns, controls, and manages a corporation.

While most discussions focus on deadlines and content of the GIS, the fees and penalties associated with filing (or failing to file) are just as important. These affect not only the company’s cash outlay but also its regulatory “risk profile,” and in serious cases, its corporate existence.

This article explains, in a Philippine context, what practitioners and corporate officers need to understand about fees for filing the GIS with the SEC, including the structure of basic filing fees, penalties for late filing, related certification and processing fees, and practical issues in payment and compliance.

II. What is the General Information Sheet?

The GIS is an annual report required from corporations that contains core information about:

  • Corporate name, SEC registration number, and date of registration
  • Principal office address
  • Date of annual stockholders’ or members’ meeting
  • Capital structure (authorized, subscribed, and paid-up capital for stock corporations)
  • Names, citizenship, addresses, and shareholdings of directors, trustees, and key officers
  • Names and holdings of principal stockholders or members
  • Beneficial ownership information and ultimate parent information (especially for closely held corporations, foreign-owned corporations, and those subject to anti-money laundering and beneficial ownership rules)
  • For foreign corporations: details of the home office, resident agents, and Philippine operations.

It is, effectively, the SEC’s “snapshot” of corporate control and ownership, updated at least once a year.

III. Legal and Regulatory Basis

Key legal foundations for the GIS and related fees include:

  1. Republic Act No. 11232 (Revised Corporation Code of the Philippines)

    • Requires corporations to hold regular meetings and maintain updated records of directors, trustees, officers, and corporate structure.
    • Authorizes the SEC to require reports and impose sanctions (including fines and revocation) for non-compliance.

  2. SEC Memorandum Circulars and Regulations

    • Various SEC circulars prescribe:

      • the mandatory filing of the GIS;
      • forms and formats of the GIS (different templates for stock, non-stock, one person corporations (OPCs), and foreign corporations);
      • the schedule of fees and charges, including basic filing fees and penalties for late submission; and
      • digital submission rules (e.g., via the SEC Electronic Filing and Submission Tool or other platforms).

  3. Anti-Money Laundering and Beneficial Ownership Rules

    • The SEC, as a covered regulator, requires beneficial ownership disclosures, which are usually integrated into or filed together with the GIS.
    • Non-compliance may trigger not only SEC administrative sanctions but, in some cases, money-laundering risk issues.

The exact peso amounts of fees and penalties are set in SEC schedules of fees, which are administrative issuances that may be amended from time to time. The structure, however, is relatively stable and can be discussed conceptually.

IV. Who Must File a GIS?

Generally required to file a GIS annually:

  • Domestic stock corporations

    • Including close corporations and one person corporations (using the SEC-prescribed forms).

  • Domestic non-stock corporations

    • Foundations, associations, religious and civic organizations, and similar entities.

  • Foreign corporations licensed to do business in the Philippines

    • Typically required to submit a GIS or its equivalent (sometimes called FC GIS or Foreign Corporation GIS) reflecting updated information on their Philippine operations and representatives.

Special categories (e.g., public companies, listed companies, and corporations with secondary licenses like brokers, dealers, investment houses, financing and lending companies, pre-need, and investment companies) still file GIS, but are often subject to stricter compliance standards and higher penalties when they default.

V. When Must the GIS Be Filed?

While the main topic is fees, timing is crucial because the fee exposure changes drastically once you are late.

Typical schedules in SEC rules (which may be refined by specific circulars) generally follow this pattern:

  1. Annual filing

    • Within a set period (commonly 30 days) from the date of the annual stockholders’ or members’ meeting.
    • The meeting date is usually fixed in the bylaws. If not, the Revised Corporation Code provides default rules, and SEC guidelines clarify when the filing period begins.

  2. For newly registered corporations

    • A first GIS is generally required after the organization of the corporation, board, and officers, and thereafter annually.
    • The exact timing (e.g., first GIS after registration vs after first annual meeting) depends on the relevant SEC circular and form instructions.

  3. Changes in officers or beneficial ownership outside the annual cycle

    • Certain changes—especially involving directors, officers, and principal or beneficial owners—may trigger requirements to update information sooner, through amended GIS or related forms.

Once the deadline passes, the same GIS can still be filed but is subject to penalties and surcharges, which are a major component of the overall “cost” of filing.

VI. Categories of Fees and Charges Related to the GIS

From a practitioner’s standpoint, it is useful to think of three main categories of SEC payments connected to the GIS:

  1. Basic fees for filing the GIS
  2. Penalties and surcharges for late or non-filing
  3. Related processing and certification fees (e.g., certified true copies, certification of non-filing, amendments)

1. Basic Filing Fee for the GIS

The SEC’s schedule of fees typically provides a basic or standard fee for the filing of a GIS. Key features:

  • Modest amount

    • The base fee is usually relatively small (often in the low hundreds of pesos), reflecting the nature of the GIS as a routine compliance filing rather than a revenue-raising transaction like an increase of capital.

  • Differentiation by type of corporation

    • The fee may vary depending on whether the entity is:

      • a domestic stock corporation;
      • a domestic non-stock corporation;
      • a foreign corporation licensed to do business; or
      • an entity with special status (e.g., foundations, associations).

  • Potential differentiation by corporate “size” or status

    • In some schedules, the SEC uses authorized capital stock or other metrics to structure fees and penalties.
    • In many cases, however, the basic GIS filing fee remains a flat amount per filing regardless of size, and the variation appears more clearly in penalties.

  • Inclusion in online assessment

    • When filing via SEC’s electronic system, the basic fee usually appears as a line item in the payment assessment, together with any computed penalties or other charges.

Because the peso amounts can be changed by SEC circular, corporate officers and lawyers typically rely on the most recent SEC schedule of fees or the assessment generated by the SEC system for the current amount.

2. Penalties and Surcharges for Late Filing

This is usually where the significant costs arise. The SEC’s penalty framework for late GIS submission commonly involves:

  • A base penalty amount for late filing, per year or per GIS

  • Incremental penalties based on length of delay

    • Often computed per month or fraction of a month of delay beyond the prescribed deadline.

  • Differentiation by corporation type and regulatory status:

    • Ordinary domestic corporations may have a lower penalty bracket.
    • Corporations with secondary licenses (e.g., financing/lending, investment houses, securities dealers, pre-need) and public companies often face higher penalties.
    • Foundations and other special non-stock entities may also face specific penalty rules.

  • Possible caps or maximum penalties

    • Older and newer SEC circulars have tended to set maximum penalties per year per violation, but the specific caps can change with new issuances.

While the structure (base penalty + per-month addition, differentiated by type of corporation and status) is consistent, the exact rates and caps in pesos are periodically updated. In practice:

  • The SEC electronic filing system will generally compute the applicable penalty when a GIS is filed late, based on the encoded meeting date, submission date, and corporate classification.

  • The Payment Assessment Form (PAF) or equivalent document will reflect:

    • the basic filing fee;
    • late filing penalties;
    • any other surcharges or add-ons (e.g., convenience fees for electronic payment, if applicable).

Important practical point: Even if a corporation does not operate or has not commenced business, failure to file GIS on time still incurs penalties as long as the corporation is existing on the SEC’s records.

3. Related Processing and Certification Fees

Beyond the basic GIS filing and late penalties, a number of ancillary SEC services related to the GIS may give rise to additional fees:

  1. Certified true copies (CTCs) of the GIS

    • Corporations often need CTCs of their latest GIS for:

      • bank account opening and credit applications;
      • bidding and regulatory submissions;
      • due diligence for M&A;
      • immigration and work permit documentation for foreign officers.

    • The SEC charges per document and per page for CTCs, commonly with:

      • a basic certification fee per document; and
      • a per-page fee for additional pages.

  2. Amended GIS filings

    • If a corporation files an amended GIS to correct or update information (e.g., change of directors, officers, or principal office), SEC rules may:

      • treat the amendment as part of the original filing; or
      • impose a separate fee or penalty, depending on timing and whether the original filing was compliant.

  3. Certification of non-filing or delinquency status

    • Sometimes requested during due diligence:

      • “Has this corporation filed its GIS for the last x years?”

    • SEC may charge a fee for issuing a certification on the status of filings, which can indirectly reflect non-filing or late filing issues (and hence related penalties).

  4. Re-activation or lifting of “suspension” or “revocation” status

    • If non-filing of GIS goes on for years, the SEC may:

      • tag the corporation as delinquent; or
      • eventually revoke its registration.

    • Applications for revival or lifting of revocation typically involve:

      • payment of accrued penalties;
      • revival fees or similar charges; and
      • filing of outstanding GIS and other reports, all of which may each carry their own fees.

VII. Modes of Filing and Paying Fees

The SEC has increasingly shifted toward electronic filing and digital payments. While the operational details evolve, the general pattern is as follows:

  1. Electronic Filing of the GIS

    • Corporations typically:

      • accomplish the prescribed GIS form (stock, non-stock, OPC, or foreign corp) in PDF or other SEC-approved format;
      • ensure that it is duly signed and, when required, notarized or digitally signed;
      • upload via the SEC’s designated online filing system.

    • The system logs:

      • the date of submission (crucial for computing penalties), and
      • the type of corporation, which determines the applicable fee schedule.

  2. Automatic Fee and Penalty Computation

    • Once the GIS is uploaded:

      • the system typically generates a Payment Assessment Form (PAF) or equivalent, showing:

        • basic GIS filing fee;
        • penalties for late submission, if any;
        • other charges.

  3. Payment Channels

    • Common modes include:

      • Over-the-counter payment through authorized banks or collection partners;
      • Online payment gateways (e.g., InstaPay/PESONet-linked channels, e-wallets, or bank transfers, as approved by the SEC at the time);
      • In some cases, payment at the SEC cashier, particularly for special transactions.

    • Each payment generates an Official Receipt (OR), which should be:

      • retained by the corporation; and
      • sometimes uploaded or referenced in subsequent SEC transactions.

  4. Posting and Validation

    • After payment, the system updates the status of the GIS filing to “received” or its equivalent.

    • For late filings, once payment is confirmed:

      • penalties are considered settled, and
      • the filing is reflected in the corporation’s compliance record, though the history of lateness may still be visible in audits or certifications.

VIII. Consequences of Non-Payment and Non-Filing

Ignoring GIS requirements and the associated fees can lead to serious consequences:

  1. Accumulation of Penalties

    • Penalties can accumulate per year and per report, and often per month of delay, up to a cap.
    • Long-term non-filing can result in substantial arrears.

  2. Delinquent or Suspended Status

    • The SEC may tag a corporation as delinquent or suspended if it repeatedly fails to file GIS and pay corresponding fees.

  3. Revocation of Corporate Registration

    • Persistent non-compliance can lead to revocation of the Certificate of Incorporation, effectively extinguishing the corporation’s legal personality for most purposes.

  4. Collateral Consequences

    • Banks and counterparties often require proof of up-to-date GIS filings. Non-compliance may:

      • impede loan approvals;
      • halt account opening; or
      • derail deals.

    • Regulators and government agencies may require updated GIS for:

      • government procurement accreditation;
      • special permits and licenses;
      • employment and immigration processing of foreign directors/officers.

    • Directors and officers may be personally exposed to administrative fines under the Revised Corporation Code and SEC rules, especially for willful or repeated failures to cause the timely filing of GIS.

IX. Practical Compliance Tips

For corporate secretaries, in-house counsel, and compliance officers, managing GIS-related fees and avoiding penalties usually involves:

  1. Calendarization and Reminders

    • Maintain a compliance calendar that tracks:

      • the date of the annual stockholders’ or members’ meeting; and
      • the deadline for GIS submission (e.g., 30 days from such date).

    • Set internal reminders well before the deadline to allow time for gathering signatures and notarization.

  2. Classify the Corporation Correctly

    • Ensure the corporation is properly tagged as:

      • a public company or not;
      • a holder of secondary license(s) or not;
      • a foreign or domestic entity.

    • Misclassification affects the penalty bracket and may cause disputes over assessed fees.

  3. Avoid Last-Minute Filing

    • Delays often come from:

      • late scheduling of the annual meeting;
      • difficulty obtaining signatures of directors and officers (especially if overseas);
      • incomplete beneficial ownership data.

    • Starting early reduces the risk of late filing penalties.

  4. Keep Payment Records

    • Maintain a file of SEC Official Receipts and Payment Assessment Forms for each GIS filing year.

    • These are invaluable when:

      • reconciling accounts;
      • responding to SEC inquiries;
      • handling due diligence requests.

  5. Monitor SEC Issuances

    • Because fees and penalties are subject to change, it is good practice to:

      • monitor new SEC Memorandum Circulars;
      • periodically review any updated schedules of fees and penalties.

X. Conclusion

In the Philippine corporate regulatory landscape, the General Information Sheet is more than a formality. It is the core instrument by which the SEC knows who is behind a corporation and how it is structured. With that importance comes a clear regime of fees and penalties:

  • A basic filing fee that is modest but mandatory;
  • A penalty structure that escalates with the length of delay and the regulatory status of the entity;
  • Ancillary fees for certified copies, certifications, amendments, and possible revival of delinquent or revoked corporations.

While the exact peso amounts of these fees and penalties may change from time to time through SEC circulars and updated schedules, the underlying structure remains consistent: timely, accurate, and properly paid GIS filings signal a healthy compliance culture, while neglect leads to accumulative financial exposure and, ultimately, risks to the corporation’s very existence.

For boards, directors, corporate secretaries, and counsel, understanding not only when and how to file the GIS but also what fees and penalties attach to that filing is essential to responsible corporate governance in the Philippines.

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

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