A corporation that had no business activity during the year still has SEC reportorial obligations. In practice, “no operation” does not mean “no filing.” For most SEC-registered corporations, the proper approach is to file the required financial statements through the SEC’s eFAST system and attach a notarized Affidavit of No Operation. The key is to file it under the correct SEC form type, within the proper deadline, with clear PDF attachments, so the submission is not reverted and treated as unfiled.

What Is a No-Operation AFS Report?

A No-Operation AFS Report is not a special document that replaces your annual filing. It usually means you are filing your corporation’s Annual Financial Statements, or AFS, together with an Affidavit of No Operation.

The AFS shows the corporation’s financial position for the reporting year. The affidavit explains that the corporation did not conduct business operations during that period. The SEC has clarified that there is no fixed SEC template for the Affidavit of No Operation; it is generally an affidavit explaining why the company was not operational and must be attached to the AFS or GIS when filed. (www.foi.gov.ph)

This distinction matters because many corporations make the mistake of uploading only the affidavit. Under SEC rules, an Affidavit of No Operation is not treated as a stand-alone substitute for the required AFS or GIS. SEC Memorandum Circular No. 3, Series of 2021 states that the affidavit must be filed together with the AFS or GIS, and that an Affidavit of No Operation or Affidavit of Non-Holding of Annual Meeting is deemed not filed if it is not attached to the relevant report.

No Operation Does Not Mean the Corporation Is Closed

A corporation may have “no operation” for a year but still legally exist. It may still have directors, officers, a SEC registration number, bank accounts, tax registration, local permits, assets, liabilities, or reportorial obligations.

Here is the practical difference:

Situation	What it usually means	SEC filing implication
No operation	The corporation did not conduct business activity for the period	File the required AFS/GIS with an Affidavit of No Operation, if applicable
No sales or revenue	The company had no income but may have expenses, bank charges, permits, or accounting entries	Do not loosely claim “no transactions”; disclose accurately in the FS and affidavit
Dormant corporation	The company is inactive but still registered	SEC and BIR filings may still be required
Dissolved corporation	The corporation has gone through legal dissolution	Different SEC process; a no-operation affidavit does not dissolve the company
Revoked or delinquent corporation	SEC status has been affected by noncompliance	May require settlement of penalties, filing of reports, or revival procedures

A no-operation filing is therefore a compliance filing, not a closure filing.

Legal Basis for Filing AFS Even Without Operations

The main legal basis is the Revised Corporation Code of the Philippines, Republic Act No. 11232. Section 177 requires every domestic corporation and every foreign corporation doing business in the Philippines to submit annual financial statements and a general information sheet within the period prescribed by the SEC. It also allows the SEC to place corporations under delinquent status for repeated failure to submit reportorial requirements. (Supreme Court E-Library)

The same law recognizes electronic filing. Section 180 directs the SEC to develop and implement an electronic filing and monitoring system for corporations’ reports, notices, documents, and other requirements. (Supreme Court E-Library)

For SEC filings, the practical system is eFAST, the Electronic Filing and Submission Tool. SEC Memorandum Circular No. 3, Series of 2021 made online submission the general mode for covered reports and provided that hard copies, email, mail, and courier submissions are generally not accepted except as specifically provided.

Who Needs to File a No-Operation AFS Report?

A No-Operation AFS Report may be relevant to:

Domestic stock corporations
Domestic non-stock corporations
One Person Corporations, or OPCs
Foreign corporations licensed to do business in the Philippines
Branch offices, representative offices, regional headquarters, or regional operating headquarters, depending on their registration and applicable rules
Corporations that have not started operations after incorporation
Corporations that temporarily stopped business during the year
Corporations with no revenue but still existing as SEC-registered entities

Foreign owners and foreign directors should be especially careful. If the corporation is registered with the Philippine SEC, the corporation’s reportorial obligations generally continue even if the owners live abroad. If a required affidavit is signed outside the Philippines, it may need proper notarization and, where applicable, apostille or consular authentication before it can be used in the Philippines. The Philippines has been part of the Apostille Convention since 2019, which simplified the authentication of many foreign public documents for Philippine use. (Philippine Embassy in New Delhi)

Documents Usually Needed

The exact documents depend on the corporation’s size, status, industry, and fiscal year. However, a typical no-operation AFS filing involves the following:

Document	Purpose	Practical notes
Financial Statements or AFS	Shows the corporation’s financial position for the year	May be audited or unaudited depending on SEC rules and thresholds
Affidavit of No Operation	Explains that the corporation had no business operations for the covered period	Should be notarized and attached to the AFS PDF
Statement of Management’s Responsibility, or SMR	Management’s sworn responsibility for the financial statements	Required for SEC financial statement filings
Auditor’s report	CPA’s opinion on audited financial statements	Required when the corporation falls under audit requirements
BIR stamp, eAFS confirmation, or proof of filing	Shows that tax attachments were filed with the BIR when applicable	SEC filings commonly require proof of BIR filing or eAFS confirmation
eFAST account access	Used to submit the report online	The filer must be authorized and properly enrolled
GIS, if due	Annual General Information Sheet	Filed separately, but an Affidavit of No Operation may also be attached when applicable

For fiscal years ending on or after December 31, 2025, SEC Memorandum Circular No. 4, Series of 2026 increased the audit threshold. Domestic stock and non-stock corporations generally need audited financial statements if total assets or total liabilities exceed ₱3 million, while corporations at or below the threshold may file unaudited financial statements with a sworn Statement of Management’s Responsibility, subject to exceptions such as public-interest or regulated entities. (Grant Thornton Philippines)

Step-by-Step Guide: How to File a No-Operation AFS Report With the SEC

1. Confirm the corporation’s fiscal year and SEC status

Before preparing documents, confirm:

The corporation’s exact SEC-registered name
SEC registration number
Fiscal year-end date
Whether the company is stock, non-stock, OPC, branch, or another registered entity type
Whether the corporation is active, delinquent, suspended, revoked, or under another SEC status
Whether it is covered by special rules, such as regulated entities, public companies, or entities under another government agency

This is important because the eFAST system cross-checks the SEC registration number and company name. Uploading a report under the wrong company profile can cause reversion. The SEC eFAST User Guide specifically lists wrong company profile information as a reversion issue.

2. Confirm that “no operation” is accurate

Do not use an Affidavit of No Operation casually. First check whether the corporation truly had no business operations for the covered year.

Common items that may still appear even if the corporation had no sales include:

Bank charges
Interest income
Permit renewal expenses
Accounting or legal fees
Advances from shareholders
Loans payable
Lease deposits
SEC or BIR penalties
Beginning capital or assets from prior years

If there were expenses or balance sheet movements, the company may still have had no commercial operations, but the affidavit should be worded carefully. It is usually safer to state the specific truth, such as “the corporation did not commence commercial operations during the year,” rather than broadly saying “the corporation had no transactions” if there were bank charges, advances, or other accounting entries.

3. Prepare the financial statements

Even a no-operation corporation usually needs financial statements. These may show minimal or zero activity, but they should still be properly prepared for the covered fiscal year.

The financial statements normally include:

Statement of Financial Position
Statement of Comprehensive Income or Income Statement
Statement of Changes in Equity
Statement of Cash Flows, if applicable
Notes to Financial Statements
Statement of Management’s Responsibility
Auditor’s report, if audited financial statements are required

The SEC filing should match the corporation’s books and tax filings. A common problem is when the SEC filing says “no operation,” but the BIR filings, bank records, or financial statements show revenue, expenses, or other activity.

4. Prepare and notarize the Affidavit of No Operation

The affidavit should be signed by an authorized person, commonly the president, treasurer, corporate secretary, resident agent, or another officer authorized by the board or by corporate records.

A practical Affidavit of No Operation usually includes:

SEC-registered corporate name
SEC registration number
Principal office address
Name and position of the affiant
Statement of authority to execute the affidavit
Fiscal year or period covered
Clear statement that the corporation did not operate or did not commence commercial operations during that period
Brief reason, if helpful
Statement that the affidavit is being executed for SEC reportorial compliance
Jurat or notarial acknowledgment

Because the SEC has no single required form for the affidavit, the most important thing is that it is truthful, complete, and consistent with the financial statements and corporate records. (www.foi.gov.ph)

5. Complete the BIR filing or eAFS attachment process when applicable

SEC AFS filings commonly require proof that the financial statements or tax attachments were filed with the BIR. For annual income tax return attachments, the BIR has allowed electronic submission through its eAFS facility, with the confirmation or transaction reference serving as proof of submission. Under BIR Revenue Memorandum Circular No. 20-2026, attachments such as audited or unaudited financial statements, notes, SMR, and related documents may be submitted through eAFS, and the eAFS confirmation receipt serves as proof of submission.

In practice, many corporations complete the BIR annual income tax return and attachment process before finalizing the SEC AFS upload, because the SEC submission may require the BIR stamp, eAFS confirmation, or other proof.

6. Combine the documents into a clear PDF file

For AFS filings, the SEC eFAST User Guide provides that the FS and attachments should be uploaded as a single PDF file. The file should be readable, complete, and properly oriented. Poor image quality, blurred pages, wrong orientation, scanned camera photos, and unreadable pages can cause reversion.

Practical formatting tips:

Use PDF, not JPG or Word format.
Keep pages in portrait orientation unless a specific schedule requires otherwise.
Do not upload camera photos of documents.
Avoid blurry scans.
Make sure notarized pages are readable.
Include all pages, signatures, seals, and notarial details.
Use the correct company and fiscal year.
Check that the PDF opens before uploading.

The eFAST guide specifically recommends clear scanned documents and identifies poor image quality, incorrect orientation, and incomplete or wrong file contents as common causes of reversion.

7. Log in to SEC eFAST

Go to the SEC eFAST portal and log in using the authorized account. The system allows enrolled filers to submit SEC reports electronically. The eFAST workflow begins with login, selecting the company, and submitting the applicable form type.

Before uploading, confirm that:

You are filing under the correct company profile.
The SEC registration number matches the company.
The corporation’s email and contact information are updated.
The authorized filer has access to the correct eFAST account.
The report is for the correct fiscal year.

8. Select the correct form type and submission type

This is one of the most important steps.

For a no-operation AFS filing, choose the correct FS/AFS form type and then select the submission type that corresponds to an AFS with an Affidavit of No Operation. The eFAST User Guide identifies “AFS with Affidavit of Non-Operation” as the submission type for financial statements with an attached Affidavit of No Operation.

Also check the period covered. For financial statements, the period covered should correspond to the fiscal year-end of the report. The eFAST guide flags wrong period covered and wrong submission type as common reasons for reversion.

9. Upload, review, and submit

In eFAST, uploading the PDF is not always the final step. The SEC eFAST User Guide explains that after upload, the report status may show as Uploaded, but it must still be edited, reviewed, and submitted. Once submitted, it becomes subject to SEC review.

Before clicking submit, review:

Company name
SEC registration number
Form type
Submission type
Fiscal year or period covered
PDF filename
Completeness of attachments
BIR proof or eAFS confirmation, if required
Notarized Affidavit of No Operation
SMR and audit report, if applicable

After submission, eFAST sends an automatic email. If the filing passes quality assurance, the system issues a QR code, which serves as proof that the SEC received the report. The eFAST guide states that when a compliant report is accepted, the reckoning date of receipt is the date of initial submission.

10. Monitor for acceptance or reversion

Do not stop after uploading. Monitor the eFAST status and email notifications.

The important statuses are:

eFAST status	Meaning
Uploaded	The file was uploaded but may not yet be submitted for SEC review
Submitted	The report was submitted and is subject to review
Accepted	The report passed quality assurance and a QR code is issued
Reverted	The report is considered not filed or not received and must be corrected and resubmitted

The SEC eFAST User Guide is strict on this point: a reverted report is deemed not filed or not received. This can expose the corporation to late filing penalties even if the filer uploaded something before the deadline but failed to correct the reversion properly.

SEC Deadlines for AFS and GIS

Deadlines can change by SEC circular, so always check the circular for the relevant filing year. For 2026 filings, SEC Memorandum Circular No. 9, Series of 2026 set the AFS deadline for corporations with a December 31 fiscal year-end on May 29, 2026. Corporations with fiscal years ending on dates other than December 31 generally file within 120 calendar days from fiscal year-end, while corporations covered by Section 17.2 of the Securities Regulation Code and certain listed or public-interest entities may have shorter deadlines. (Grant Thornton Philippines)

The GIS is a separate annual report. It is generally filed within 30 calendar days from the date of the annual stockholders’ or members’ meeting. For foreign corporations, the deadline is commonly counted from the anniversary of the SEC license issuance, subject to the applicable SEC rules. (PwC)

Filing	General deadline
AFS for December 31 fiscal year-end	Deadline set by annual SEC circular
AFS for non-December 31 fiscal year-end	Generally within 120 calendar days from fiscal year-end
Certain public/listed/SRC-covered entities	May be within 105 calendar days or another special deadline
GIS for domestic corporations	Generally within 30 calendar days after the annual meeting
GIS for licensed foreign corporations	Generally within 30 calendar days from license anniversary or applicable reference date

If the deadline falls on a weekend or holiday, SEC rules commonly treat the filing as due on the next working day. eFAST is available online, but technical access does not remove the need to comply with the applicable filing deadline. (PwC)

What Should the Affidavit of No Operation Say?

There is no single required SEC wording, but the affidavit should be specific enough to avoid confusion. A practical affidavit usually says:

The affiant is an officer or authorized representative of the corporation.
The corporation is registered with the SEC, with its SEC registration number.
The affidavit covers a specific fiscal year or reporting period.
The corporation did not commence or conduct business operations during that period.
The corporation had no revenue from business operations, if true.
The affidavit is executed for SEC reportorial compliance and attachment to the AFS or GIS.
The statements are true and correct based on corporate records.

Be careful with absolute language. If the corporation paid filing fees, bank charges, rent, accounting fees, or taxes, it may be inaccurate to say it had “no transactions.” A better formulation may be that the corporation had no commercial operations or did not commence business operations, while the financial statements disclose any expenses, liabilities, or balances.

Common Mistakes That Cause Reversion or Penalties

Uploading only the affidavit

An Affidavit of No Operation is not enough by itself when the required filing is AFS or GIS. It must be attached to the relevant report. SEC rules state that the affidavit is deemed not filed if not attached to the AFS or GIS.

Choosing the wrong eFAST submission type

For a no-operation AFS filing, choose the submission type for AFS with Affidavit of Non-Operation. Choosing ordinary AFS, GIS, or another form type by mistake can lead to reversion or misclassification.

Using the wrong period covered

For AFS, the period covered should match the fiscal year-end of the financial statements. If the corporation has a non-calendar fiscal year, do not automatically use December 31.

Filing poor-quality scans

Blurry pages, camera photos, sideways pages, incomplete notarial details, and unreadable signatures are common practical reasons for reversion. The SEC eFAST User Guide lists poor image quality and wrong orientation among reversion issues.

Saying “no operation” when there were actual business activities

If the corporation issued invoices, received income, paid operational expenses, hired employees, or entered into regular business transactions, a no-operation affidavit may be misleading. False or misleading reports can expose the corporation and responsible persons to SEC sanctions under the Revised Corporation Code and SEC rules. The Revised Corporation Code authorizes the SEC to impose administrative sanctions for violations, including fines and other penalties. (Supreme Court E-Library)

Forgetting the GIS

The AFS and GIS are separate filings. A corporation may file a No-Operation AFS and still need to file its GIS. If no annual meeting was held, the corporation may need to address that separately, often through the proper GIS submission type and an Affidavit of Non-Holding of Annual Meeting where applicable.

Waiting until the last day

Many reversions are discovered only after upload. Since a reverted report is treated as not filed or not received, filing on the last day gives the corporation little room to correct errors.

Practical Scenarios

The corporation was incorporated but never started business

This is one of the most common no-operation situations. The corporation may still need to file AFS and GIS. The financial statements may show capital, cash, receivables, payables, incorporation costs, or zero activity, depending on the books. The affidavit should state that the corporation did not commence operations during the covered period.

The company had no sales but paid expenses

This is not necessarily “no transactions.” The company may have had no revenue but still had expenses. The financial statements should reflect the expenses, and the affidavit should be carefully worded to avoid saying there were no transactions at all.

The owners are abroad

The corporation still has Philippine SEC obligations. If documents are signed abroad, the corporation should plan ahead for notarization, apostille, or authentication requirements. The timing can be a bottleneck, especially near the filing deadline.

The company wants to stop filing because it is inactive

Inactivity does not automatically cancel SEC obligations. If the corporation wants to permanently close, it must consider formal corporate dissolution, tax clearance, local government closure, and related steps. A no-operation AFS filing only reports the status for a period; it does not end the corporation’s legal existence.

Frequently Asked Questions

Do I still need to file AFS with the SEC if my corporation had no operations?

Yes. If the corporation is still registered and covered by SEC reportorial requirements, it generally must file annual financial statements even if it had no operations. The Affidavit of No Operation is attached to the AFS; it does not automatically replace the AFS.

Is an Affidavit of No Operation enough for SEC filing?

No, not by itself. SEC rules provide that the Affidavit of No Operation must be attached to the AFS or GIS, as applicable. If it is filed alone, it may be treated as not filed.

Does a no-operation corporation need audited financial statements?

It depends. For fiscal years ending on or after December 31, 2025, the SEC audit threshold is generally based on whether total assets or total liabilities exceed ₱3 million, subject to exceptions for public-interest and regulated entities. Corporations below the threshold may be allowed to file unaudited financial statements with a sworn SMR. (Grant Thornton Philippines)

What eFAST submission type should I choose?

For financial statements with an Affidavit of No Operation, choose the submission type identified in eFAST as AFS with Affidavit of Non-Operation. The SEC eFAST User Guide specifically describes this as the submission type for FS with an attached Affidavit of No Operation.

What happens if my No-Operation AFS is reverted?

A reverted report is deemed not filed or not received. You must correct the issue and resubmit. If the correction is made after the deadline, the corporation may be exposed to penalties depending on SEC rules and the circumstances.

Can I file the Affidavit of No Operation with the GIS too?

Yes, when applicable. SEC guidance allows an Affidavit of No Operation to be attached to the GIS or AFS, depending on the filing being made. eFAST also recognizes GIS-related no-operation submission types.

Does filing a No-Operation AFS close my corporation?

No. Filing a No-Operation AFS does not dissolve, cancel, or close the corporation. It only reports that the corporation had no operations for the covered period. Formal closure requires separate legal, tax, and regulatory steps.

Do I still need to file with the BIR if there were no operations?

Usually, yes. A corporation registered with the BIR may still have tax filing obligations even without operations. For annual income tax return attachments, the BIR allows electronic submission through eAFS, and the confirmation receipt serves as proof of submission.

Can a foreign director or officer sign the Affidavit of No Operation?

A foreign officer or authorized representative may sign if properly authorized, but if the affidavit is executed abroad, it may need apostille or other authentication before Philippine use. The corporation should also ensure that the signer’s authority is clear from corporate records.

How much are the penalties for late filing?

SEC penalties depend on the type of violation, corporation classification, retained earnings or fund balance, and the applicable SEC circular at the time of assessment. Late or deficient filings can result in base fines and other penalties. A reverted report may still be treated as unfiled, so correcting reversions promptly is important.

Key Takeaways

A no-operation corporation usually still needs to file SEC annual reports.
The Affidavit of No Operation is generally an attachment to the AFS or GIS, not a stand-alone replacement.
For eFAST, choose the correct submission type: AFS with Affidavit of Non-Operation.
The AFS must still be complete, readable, properly signed, and consistent with the corporation’s books and BIR filings.
A reverted eFAST filing is treated as not filed or not received.
“No operation” does not mean the corporation is dissolved or closed.
File early enough to correct possible eFAST reversions before the deadline.