GIS Filing Requirements for One Person Corporations in the Philippines

Introduction

In the Philippines, the General Information Sheet (GIS) serves as a critical compliance document for corporations registered with the Securities and Exchange Commission (SEC). It provides an annual snapshot of a corporation's structure, ownership, and key officers, ensuring transparency and regulatory oversight. For One Person Corporations (OPCs), a relatively new entity type introduced under Republic Act No. 11232, also known as the Revised Corporation Code of the Philippines (RCC), which took effect on February 23, 2019, the GIS filing requirements are tailored to reflect their unique single-stockholder structure. OPCs allow natural persons of legal age to form a corporation without needing multiple incorporators, simplifying business formation while maintaining limited liability.

This article comprehensively explores the GIS filing obligations specific to OPCs, including legal bases, required contents, submission procedures, deadlines, penalties for non-compliance, and related considerations. Understanding these requirements is essential for OPC owners to avoid fines, administrative sanctions, or even revocation of corporate status.

Legal Basis for GIS Filing

The primary legal foundation for GIS filing is found in Section 184 of the RCC, which mandates all corporations to submit an annual report to the SEC. This report includes the GIS, which must be filed within 30 days from the anniversary date of incorporation or the date of the annual stockholders' meeting, whichever is applicable. For OPCs, additional guidance is provided in SEC Memorandum Circular No. 7, Series of 2019 (Guidelines on the Establishment of One Person Corporations), and subsequent issuances like SEC Memorandum Circular No. 28, Series of 2020, which adapted filing procedures during the COVID-19 pandemic but have since evolved into more digital-friendly processes.

OPCs are treated similarly to regular stock corporations for most reporting purposes, but their GIS must account for the fact that a single individual typically holds all shares and serves in multiple roles, such as sole stockholder, president, treasurer, and corporate secretary (unless a separate nominee is appointed for the latter two positions as required by law).

Key Features of OPCs Relevant to GIS

Before delving into filing specifics, it's important to note OPC characteristics that influence GIS content:

• Single Stockholder: An OPC must have only one stockholder, who must be a natural person, trust, or estate. Juridical persons (e.g., other corporations) cannot form or own an OPC.
• Mandatory Appointments: The single stockholder automatically becomes the president and sole director. However, they must appoint a corporate secretary (who cannot be the president) and a treasurer (who can be the president but must post a surety bond if so). A nominee and alternate nominee must also be designated to handle affairs in case of the stockholder's death or incapacity.
• Conversion and Limitations: OPCs can convert to ordinary corporations but cannot have more than one stockholder without amendment. These details must be accurately reflected in the GIS to avoid discrepancies.

Contents of the GIS for OPCs

The GIS form for OPCs is a specialized version of the standard SEC GIS template, available on the SEC website or through the eSECURE (SEC Universal Registration Environment) portal. It requires the following information:

1. Basic Corporate Information:

   • Corporate name, SEC registration number, date of incorporation, and fiscal year-end.
   • Principal office address and contact details.
   • Type of corporation (explicitly indicating "One Person Corporation").

2. Ownership Structure:

   • Details of the single stockholder: Full name, nationality, residence, tax identification number (TIN), and percentage of ownership (100%).
   • If the stockholder is a trust or estate, details of the trustee or administrator.
   • Authorized, subscribed, and paid-up capital stock, with breakdowns by class if applicable (though OPCs typically have simple structures).

3. Officers and Directors:

   • List of officers: President (the stockholder), Treasurer (could be the stockholder or another), Corporate Secretary (must be separate from the president), and any other officers.
   • Sole director: The stockholder.
   • Nominee and alternate nominee: Names, addresses, and relationships to the stockholder.

4. Financial and Operational Data:

   • Gross receipts or sales for the preceding year.
   • Indication of whether the corporation is operational or non-operational.
   • Details on beneficial ownership, as required under SEC Memorandum Circular No. 15, Series of 2019 (Beneficial Ownership Transparency Guidelines). For OPCs, the single stockholder is typically the beneficial owner unless otherwise structured.

5. Other Disclosures:

   • Any changes in corporate structure since the last filing.
   • Compliance with anti-money laundering (AML) requirements.
   • Signatures: The GIS must be signed by the president or an authorized officer, and notarized if submitted physically (though digital submissions are now preferred).

The SEC provides a specific GIS form for OPCs (Form GIS-OPC), which differs from the standard GIS for multi-stockholder corporations by omitting sections for multiple directors or stockholders.

Filing Procedures

OPCs must file the GIS electronically through the SEC's online platforms to promote efficiency and reduce paperwork:

1. Electronic Filing via eSECURE or SEC eSPARC:

   • Register for an account on the SEC website (www.sec.gov.ph).
   • Use the Electronic Simplified Processing of Application for Registration of Companies (eSPARC) or eSECURE system to upload the completed GIS form.
   • Attach supporting documents if required, such as proof of appointment for nominees or updated articles of incorporation.

2. Manual Filing (Exceptional Cases):

   • Physical submission at SEC offices or extension offices is allowed only if electronic filing is not feasible (e.g., technical issues). The form must be notarized and accompanied by a cover letter explaining the reason.

3. Amendments:

   • If errors or changes occur after filing (e.g., change in address or nominee), an amended GIS must be filed within seven days of the change, as per SEC rules.

4. Integration with Other Reports:

   • OPCs may file the GIS alongside the Annual Financial Statement (AFS) if deadlines align, using the combined submission option in the SEC portal.

Deadlines and Frequency

• Initial Filing: For newly incorporated OPCs, the first GIS must be filed within 30 days from the issuance of the Certificate of Incorporation.
• Annual Filing: Subsequently, the GIS is due annually within 30 days from the anniversary date of incorporation. Unlike regular corporations, OPCs do not hold annual stockholders' meetings (as there's only one stockholder), so the deadline is strictly tied to the incorporation anniversary.
• Extensions: During extraordinary circumstances (e.g., natural disasters or pandemics), the SEC may issue circulars extending deadlines, as seen in 2020-2021. OPCs should monitor SEC announcements for any adjustments.

Penalties for Non-Compliance

Failure to file the GIS on time or accurately can result in severe consequences under the RCC and SEC regulations:

1. Monetary Fines:

   • Late filing: Starts at PHP 5,000 for the first offense, escalating to PHP 10,000 or more for repeat violations, plus daily penalties of PHP 100-1,000 depending on corporate size.
   • Incomplete or False Information: Fines ranging from PHP 10,000 to PHP 1,000,000, or up to 5% of gross revenue.

2. Administrative Sanctions:

   • Suspension of corporate franchise for persistent non-compliance.
   • Revocation of registration in extreme cases.
   • Blacklisting from SEC services, affecting future filings or amendments.

3. Criminal Liability:

   • Willful submission of false statements may lead to imprisonment of up to five years and fines up to PHP 2,000,000 under Section 163 of the RCC.

4. Other Implications:

   • Non-compliant OPCs may face difficulties in obtaining clearances for loans, government contracts, or business permits. Additionally, under the Ease of Doing Business Act (Republic Act No. 11032), repeated violations could trigger audits or investigations.

To mitigate risks, OPC owners are advised to maintain accurate records and use SEC's online monitoring tools to track compliance status.

Special Considerations for OPCs

• Nominee Requirements: The GIS must include details of the nominee and alternate nominee, who step in upon the stockholder's incapacity. Failure to appoint or disclose these can invalidate the filing.
• Beneficial Ownership: OPCs must comply with SEC's beneficial ownership disclosure rules, identifying any layers of ownership if the stockholder is a trust.
• Tax Implications: While GIS is an SEC requirement, it interfaces with Bureau of Internal Revenue (BIR) obligations. OPCs are taxed as corporations (20-30% corporate income tax), and GIS data may be cross-referenced for tax audits.
• Digital Transformation: Post-2019, the SEC has emphasized e-filing, with platforms like SEC i-View allowing OPCs to access filed documents online. OPCs should ensure digital signatures comply with Republic Act No. 8792 (Electronic Commerce Act).
• Common Challenges: Single stockholders often overlook nominee appointments or updates during personal changes (e.g., relocation). Professional assistance from lawyers or accountants is recommended for complex setups.
• Updates and Reforms: The SEC periodically updates forms and procedures; for instance, integrations with the Philippine Business Registry aim to streamline filings across agencies.

Conclusion

Compliance with GIS filing requirements is a cornerstone of maintaining an OPC's good standing in the Philippines. By providing a transparent overview of the corporation's solitary structure, the GIS ensures accountability while supporting the RCC's goal of fostering entrepreneurship through simplified entities. OPC owners should prioritize timely, accurate submissions to leverage the benefits of limited liability without regulatory hurdles. For personalized advice, consulting a legal professional familiar with Philippine corporate law is advisable, as this article provides general information based on established regulations.