Filing Deadlines for the General Information Sheet and Audited Financial Statements for Non-Governmental Organizations in the Philippines

Introduction

In the Philippine legal framework, Non-Governmental Organizations (NGOs) are typically organized as non-stock, non-profit corporations under the jurisdiction of the Securities and Exchange Commission (SEC). This classification subjects them to regulatory compliance requirements akin to other corporate entities, including the mandatory submission of key documents such as the General Information Sheet (GIS) and Audited Financial Statements (AFS). These filings ensure transparency, accountability, and good governance, aligning with the principles enshrined in the Revised Corporation Code of the Philippines (Republic Act No. 11232) and various SEC issuances.

The GIS provides an updated snapshot of the organization's structure, leadership, and membership, while the AFS offers a detailed financial overview audited by an independent certified public accountant (CPA). Failure to adhere to filing deadlines can result in penalties, suspension of operations, or even revocation of registration. This article comprehensively explores the filing deadlines, requirements, procedures, penalties, and special considerations for NGOs in this context, drawing from established Philippine corporate law and SEC regulations.

Legal Basis

The primary legal foundations for these filing obligations include:

Revised Corporation Code (RCC) of 2019 (RA 11232): Sections 26, 27, and 179 mandate the submission of reports to the SEC, including annual updates on corporate information and financial statements.
SEC Memorandum Circular (MC) No. 28, Series of 2020: Establishes the guidelines for electronic filing of GIS and AFS through the SEC's online platforms, such as the Electronic Simplified Processing of Application for Registration of Corporation (eSPARC) and the Electronic Audited Financial Statements (eAFS) system.
SEC MC No. 15, Series of 2019: Specific to foundations (a common form of NGOs), requiring enhanced reporting to prevent misuse of funds and ensure compliance with non-profit objectives.
SEC MC No. 6, Series of 2006, and subsequent amendments: Outlines penalties for non-compliance with filing requirements.
Related Laws: The Tax Code (RA 8424, as amended) intersects with AFS filings, as financial statements must be stamped "received" by the Bureau of Internal Revenue (BIR) before SEC submission. Additionally, for NGOs seeking tax-exempt status or accreditation as donee institutions under the Philippine Council for NGO Certification (PCNC), compliance with SEC filings is a prerequisite.

These requirements apply uniformly to SEC-registered NGOs, whether they are foundations, associations, or other non-stock entities, unless exempted by specific SEC rulings (e.g., for dormant organizations).

General Information Sheet (GIS)

What is the GIS?

The GIS is an annual report that details the NGO's basic corporate information, including:

Names, nationalities, and residences of trustees/directors, officers, and members.
Changes in membership or leadership.
Beneficial ownership information (to comply with anti-money laundering regulations under RA 10167).
Any amendments to the articles of incorporation or by-laws.

For NGOs, the GIS emphasizes non-profit aspects, such as the absence of stock capital and the restriction on income distribution to members.

Filing Deadline

Standard Deadline: The GIS must be filed within thirty (30) calendar days from the date of the actual annual members' meeting. If the by-laws do not specify a meeting date, it defaults to the anniversary date of incorporation or the last Friday of April.
If No Meeting is Held: In cases where the annual meeting is not convened, the GIS must still be submitted within thirty (30) days from the date the meeting should have been held as per the by-laws or the RCC.
Grace Periods and Extensions: The SEC occasionally grants extensions due to force majeure events (e.g., natural disasters or pandemics). As of 2025, no blanket extensions are in place, but NGOs can apply for case-by-case relief via petition, supported by justifiable reasons.
Fiscal Year Consideration: Unlike AFS, the GIS deadline is tied to the meeting date rather than the fiscal year end, providing flexibility for NGOs with non-calendar fiscal years.

Requirements and Procedure

Content Requirements: The GIS form (available on the SEC website) must be notarized and signed by an authorized officer (e.g., the corporate secretary). For NGOs, it must include a certification that no funds have been used for profit-sharing.
Filing Mode: Mandatory electronic submission via the SEC's Online Submission Tool (OST) or eSPARC since 2020. Manual filing is allowed only in exceptional cases with prior approval.
Supporting Documents: If applicable, attach resolutions from the board meeting or proof of amendments.
Frequency: Annual, with interim updates required for significant changes (e.g., change in officers) within 15 days via an amended GIS.

Penalties for Non-Compliance

Penalties are imposed progressively based on the duration of delay and recurrence:

First Offense: Fine of PHP 5,000 to PHP 10,000.
Subsequent Offenses: Up to PHP 1,000,000, plus daily fines of PHP 1,000 for ongoing delays.
Other Consequences: Suspension of corporate franchise, inability to transact with government agencies, or revocation of registration. For NGOs, this could jeopardize tax exemptions or donor funding.

Audited Financial Statements (AFS)

What is the AFS?

The AFS comprises the balance sheet, income statement, cash flow statement, and notes to financial statements, audited by an SEC-accredited external auditor. For NGOs, it must reflect the non-profit nature, including fund sources (donations, grants), expenditures on programs, and compliance with donor restrictions. It ensures accountability, especially for organizations handling public or international funds.

Filing Deadline

Standard Deadline: Within one hundred twenty (120) calendar days from the end of the NGO's fiscal year. For most NGOs with a December 31 fiscal year end, this falls on April 30.
Staggered Filing Schedule: To manage volume, the SEC implements a staggered system based on the last digit of the SEC registration number:
- Digits 1-2: First week after the 120-day period.
- Digits 3-4: Second week.
- And so on, up to digits 9-0 in the fifth week.
BIR Coordination: The AFS must first be filed with the BIR (as part of the annual income tax return under RA 8424) by April 15 for calendar-year entities, then stamped and submitted to the SEC.
Extensions: Automatic extensions may apply if the BIR deadline is extended (e.g., due to holidays). NGOs can request SEC extensions for valid reasons, such as audit delays, but these are granted sparingly.

Requirements and Procedure

Audit Standards: Must comply with Philippine Financial Reporting Standards for Small and Medium-sized Entities (PFRS for SMEs) or full PFRS, depending on size. The auditor's report should confirm no profit distribution.
Content Requirements: Include a Statement of Management's Responsibility, auditor's opinion, and disclosures on related-party transactions or contingencies.
Filing Mode: Electronic via the eAFS system. Manual submission is permitted for NGOs with technical difficulties, but requires justification.
Supporting Documents: BIR-stamped tax returns, sworn statements on gross receipts (for tax-exempt NGOs), and, for foundations, a utilization report on funds per SEC MC No. 15-2019.
Frequency: Annual, with quarterly reports required only for larger NGOs exceeding certain asset thresholds (e.g., PHP 500 million in assets).

Penalties for Non-Compliance

Similar to GIS penalties, but scaled higher due to financial implications:

First Offense: PHP 10,000 to PHP 20,000.
Subsequent Offenses: Up to PHP 2,000,000, with daily fines of PHP 2,000.
Other Consequences: Potential audit by the SEC, freezing of bank accounts, or loss of good standing, which affects grant applications and partnerships.

Special Considerations for NGOs

Foundations vs. Other NGOs: Foundations (e.g., educational or charitable) face stricter scrutiny under SEC MC No. 15-2019, requiring AFS to include a "Sworn Statement on the Utilization of Funds" and proof that at least 70% of income is used for intended purposes. Deadlines remain the same, but non-compliance can lead to de-accreditation.
Tax-Exempt NGOs: Those certified by the PCNC or BIR as tax-exempt must ensure AFS filings align with BIR Form 1702 deadlines, often requiring additional schedules on exempt activities.
Small NGOs: Entities with assets below PHP 500,000 may qualify for simplified reporting (e.g., unaudited statements), but must still meet basic deadlines. Exemptions require SEC approval.
Multi-Agency Filings: Beyond SEC, NGOs may file similar reports with the Department of Social Welfare and Development (DSWD) for social welfare activities or the Cooperative Development Authority (CDA) if structured as cooperatives. However, SEC filings take precedence for corporate status.
Digital Transition: Post-2020, all filings are encouraged online to reduce delays, with SEC providing webinars and helplines for NGOs.
Common Challenges: NGOs often face delays due to volunteer-based operations or funding cycles. Best practices include early audit planning and using SEC's monitoring tools.
Recent Developments: As of 2025, the SEC has integrated blockchain for verification in pilot programs, potentially streamlining filings for compliant NGOs.

Conclusion

Compliance with GIS and AFS filing deadlines is fundamental to maintaining the legal standing and operational integrity of NGOs in the Philippines. These requirements not only foster transparency but also build trust with stakeholders, donors, and regulators. NGOs are advised to consult legal experts or the SEC for tailored guidance, as rules may evolve through new memorandum circulars. Timely adherence mitigates risks and supports the sector's vital role in social development. For the latest forms and guidelines, refer to the official SEC website or regional offices.