Introduction

The General Information Sheet (GIS) is a mandatory annual report required by the Securities and Exchange Commission (SEC) in the Philippines for all registered corporations and partnerships. It serves as a comprehensive disclosure document that updates the SEC on the entity's current corporate structure, ownership, management, and other key details. The GIS ensures transparency, facilitates regulatory oversight, and helps maintain accurate public records. Filing the GIS is a critical compliance obligation under Philippine corporate law, and failure to do so can result in penalties, including fines or revocation of corporate registration.

This article provides a detailed overview of the GIS filing process in the Philippine context, including its legal foundation, applicability, timelines, required information, submission procedures, associated fees, and consequences of non-compliance. It is based on established SEC regulations and practices as of the latest available guidelines.

Legal Basis

The requirement for filing the GIS stems from Republic Act No. 11232, also known as the Revised Corporation Code of the Philippines (RCC), which amended the old Corporation Code (Batas Pambansa Blg. 68). Specifically, Section 18 of the RCC mandates that corporations provide accurate and updated information to the SEC.

Additionally, SEC Memorandum Circular No. 28, Series of 2020, and subsequent issuances outline the specific guidelines for GIS submission, including electronic filing protocols. These rules align with the Ease of Doing Business and Efficient Government Service Delivery Act (Republic Act No. 11032), which promotes digitalization and streamlined processes. The GIS also supports anti-money laundering efforts under Republic Act No. 9160, as amended, by requiring disclosures on beneficial ownership.

Applicability: Who Must File the GIS?

The GIS filing obligation applies to the following entities registered with the SEC:

Domestic stock corporations
Domestic non-stock corporations
Foreign corporations licensed to do business in the Philippines (branches, representative offices, regional headquarters, etc.)
Partnerships (general and limited) registered under the RCC
One-person corporations (OPCs)

Exemptions are rare but may include entities under special laws, such as those regulated by the Bangko Sentral ng Pilipinas (BSP) or the Insurance Commission, though they might have analogous reporting requirements. Newly incorporated entities must file their initial GIS within 30 days from issuance of the Certificate of Incorporation or License.

For foreign corporations, the GIS must reflect details of the parent company and local operations. Beneficial owners—individuals who ultimately own or control the entity—must be disclosed, even if ownership is layered through intermediaries.

Filing Timelines

The GIS must be filed annually within 30 days from the anniversary date of the corporation's registration or the date of the annual stockholders' or members' meeting, whichever is later. For example:

If a corporation was registered on June 1 and holds its annual meeting on May 15, the GIS deadline is June 14 (30 days after the meeting).
For foreign branches, the deadline is within 30 days from the anniversary of the SEC license issuance.

Newly registered entities have 30 days from registration to submit the initial GIS. In cases of amendments (e.g., changes in officers or capital structure), an amended GIS must be filed within seven days from the change, as per SEC rules.

During the COVID-19 period, extensions were granted via SEC Memorandum Circulars, but as of recent normalizations, strict adherence is expected. Entities can check the SEC website for any extensions due to force majeure or holidays.

Required Information and Documents

The GIS form requires detailed, accurate information to ensure the SEC's database reflects the entity's current status. Key sections include:

Corporate Details

Full corporate name, SEC registration number, and principal office address.
Date of incorporation, fiscal year-end, and type of corporation (stock, non-stock, etc.).
Authorized, subscribed, and paid-up capital stock (for stock corporations), including par value and number of shares.
For non-stock corporations: Details on membership and contributions.

Ownership Structure

List of stockholders or members, including nationality, number of shares or membership interest, percentage ownership, and tax identification numbers (TINs).
Disclosure of beneficial owners, defined as natural persons owning at least 25% of voting shares or exercising control. This includes layered ownership tracing back to individuals.
For foreign-owned entities: Compliance with foreign ownership restrictions under the Foreign Investments Act (Republic Act No. 7042, as amended).

Management and Governance

List of directors/trustees, officers (e.g., president, treasurer, corporate secretary), and their positions, addresses, nationalities, and TINs.
Resident agent's details for foreign corporations.
Details of the annual meeting, including date, quorum, and resolutions passed.

Financial and Operational Information

External auditor's name and accreditation details.
Indication of whether the entity is engaged in business and any secondary licenses required (e.g., from other agencies like the Department of Trade and Industry).
For publicly listed companies: Additional disclosures under the Securities Regulation Code.

Supporting Documents

While the GIS is primarily a form, attachments may be required in certain cases:

Sworn certification by the corporate secretary or authorized officer attesting to the accuracy of the information.
For amendments: Board resolutions or minutes of meetings approving changes.
Proof of payment of fees.
For beneficial ownership: A separate Beneficial Ownership Transparency Form if not integrated into the GIS.

All information must be truthful; falsification can lead to criminal liability under the Revised Penal Code.

Filing Process

The SEC has transitioned to primarily electronic filing to promote efficiency. The process includes:

Preparation: Download the latest GIS form from the SEC website (sec.gov.ph). Use the prescribed format, which is typically a PDF or Excel template.
Verification: Ensure all data is current and certified by the corporate secretary or equivalent.
Submission Options:
- Online via SEC eSPARC (Electronic Submission Portal for Annual Reports and Certifications): Preferred method. Register an account on the SEC website, upload the GIS, and pay fees electronically via LandBank Link.Biz, GCash, or other channels.
- Manual Filing: Allowed in exceptional cases (e.g., system downtime) at SEC head office in Pasay City or extension offices nationwide. Submit printed forms with attachments.
Payment: Fees must be paid before or during submission.
Acknowledgment: Upon approval, the SEC issues a stamped or digitally certified copy via email or portal.

For OPCs, the sole shareholder (who is also the director and president) signs the GIS. Partnerships follow similar steps but use the partnership-specific GIS form.

Fees

Fees for GIS filing are modest but vary based on the entity's capital and type of submission. As per SEC Memorandum Circular No. 1, Series of 2021, and related schedules:

Basic Filing Fee: PHP 500 for the initial or annual GIS.
Amendment Fee: PHP 100 to PHP 500, depending on the nature of changes (e.g., PHP 100 for officer changes, higher for capital amendments).
Late Filing Penalties: Start at PHP 1,000 for the first month, escalating by PHP 500 per month, up to a maximum based on capital stock (e.g., up to PHP 10,000 for corporations with over PHP 1 million capital).
Additional Charges: PHP 20 legal research fee, PHP 10 for certification, and surcharges for expedited processing if requested.

For foreign corporations, fees are similar but may include additional costs for license amendments. Payments are non-refundable and must be made through SEC-accredited channels to avoid delays.

Penalties for Non-Compliance

Non-filing or late filing of the GIS can result in severe consequences:

Administrative Fines: As noted, penalties accrue monthly. Persistent non-compliance may lead to suspension of operations or revocation of registration under Section 158 of the RCC.
Delinquency Status: Entities are marked as delinquent, affecting creditworthiness, ability to enter contracts, or secure government permits.
Criminal Liability: Willful submission of false information can lead to imprisonment (up to 5 years) and fines under the RCC and Anti-Money Laundering Act.
Other Repercussions: Inability to file other SEC documents (e.g., audited financial statements) until GIS compliance is achieved.

The SEC publishes lists of delinquent corporations annually, which can damage reputation.

Special Considerations

Beneficial Ownership Disclosure: Since 2017 (SEC MC No. 15-2017), emphasis on transparency has increased, requiring entities to identify ultimate beneficial owners to combat shell companies.
Digitalization Initiatives: The SEC's SECURE (SEC Universal Registration Environment) system integrates GIS with other filings, reducing paperwork.
COVID-19 Adjustments: While extensions ended, online filing remains encouraged to minimize physical visits.
Auditor Accreditation: Only SEC-accredited auditors can be listed, ensuring financial integrity.
Inter-Agency Coordination: GIS data may be shared with the Bureau of Internal Revenue (BIR) for tax purposes or the Philippine Statistics Authority for economic data.

Conclusion

Filing the GIS is a fundamental aspect of corporate governance in the Philippines, promoting accountability and regulatory compliance. Corporations should maintain robust internal records to facilitate timely and accurate submissions. For complex cases, consulting a corporate lawyer or SEC-accredited professional is advisable to navigate nuances and avoid pitfalls. Regular updates to SEC rules should be monitored via official channels to ensure ongoing compliance.