In the Philippine regulatory landscape, the General Information Sheet (GIS) is the most vital annual document a corporation must submit to the Securities and Exchange Commission (SEC). It serves as the official record of a corporation’s current ownership, board composition, and operational status. Under the Revised Corporation Code (RCC) and subsequent SEC Memorandum Circulars, strict adherence to filing deadlines is mandatory, with significant financial and administrative repercussions for non-compliance.
1. Statutory Filing Deadlines
The deadline for filing the GIS depends on the nature of the corporation and the timing of its annual meeting:
- Domestic Stock Corporations: Within thirty (30) calendar days from the date of the actual annual stockholders' meeting.
- Domestic Non-Stock Corporations: Within thirty (30) calendar days from the date of the actual annual members' meeting.
- Foreign Corporations: Within thirty (30) calendar days from the anniversary date of the issuance of the SEC license.
Note on "Actual" Meetings: If no meeting is held, the corporation is still required to file a GIS within 30 days of the date fixed in the Bylaws for the annual meeting. If the Bylaws do not specify a date, the GIS must be filed by January 30th of each year.
2. The Procedure for Filing: The eFAST System
As of 2026, the SEC strictly mandates the use of the Electronic Filing and Submission Tool (eFAST). Physical or "hard copy" submissions are no longer the primary method of filing.
Step-by-Step Submission Process
- Preparation: The GIS must be prepared using the most current SEC-prescribed template. It must be signed by the Corporate Secretary and notarized.
- eFAST Account: The corporation must log in to its registered account on the eFAST portal.
- Uploading: The notarized GIS must be scanned and uploaded in PDF format.
- Review and Reversion: The SEC reviews the submission. If the document has poor image quality, incorrect data, or an outdated template, it may be "reverted." * Legal Implication: A reverted report is deemed not filed. If the correction is made after the original 30-day window, the corporation is subject to late filing penalties.
- Payment: Once accepted, the system generates a Payment Assessment Form (PAF) for the filing fee.
3. Scale of Fines for Late Filing
Following the updates in SEC Memorandum Circular No. 13, Series of 2023, the scale of fines for late filing was significantly increased to deter negligence. The penalty is composed of a base fine and a monthly penalty for every month of continued delay.
Table: Fines for Domestic Stock Corporations
| Total Assets / Retained Earnings | Base Fine (First Violation) | Monthly Penalty |
|---|---|---|
| Less than ₱100,000 | ₱10,000 | ₱1,000 |
| ₱100,000 to < ₱500,000 | ₱20,000 | ₱2,000 |
| ₱500,000 to < ₱1 Million | ₱40,000 | ₱4,000 |
| ₱1 Million to < ₱10 Million | ₱60,000 | ₱6,000 |
| Over ₱10 Million | ₱100,000 | ₱10,000 |
- Non-Stock Corporations: Generally face lower base fines (starting at approximately ₱5,000), but the monthly accumulation still applies.
- One Person Corporations (OPC): Subject to a similar scale, typically starting at ₱10,000 for the first violation.
4. Procedure for Settling Penalties
If a GIS is filed late, the corporation must undergo the following "Monitoring" process:
- Monitoring Request: The filer must request a "Monitoring" of the corporation’s compliance through the SEC portal.
- Assessment: The SEC Enforcement and Investor Protection Department (EIPD) issues a Monitoring Slip indicating the total fines due.
- Payment: Payment is made via the SEC Payment Portal (using Landbank, PayMaya, or Credit Cards).
- Confirmation: Only after the fine is settled and the proof of payment is uploaded will the corporation return to "Good Standing."
5. Administrative Sanctions and Long-Term Consequences
Failure to file the GIS does not just result in a bill; it can jeopardize the legal existence of the entity.
A. Delinquent Status
Under Section 176 of the RCC, if a corporation fails to submit its reportorial requirements (including the GIS) three times, consecutively or intermittently, within a period of five years, the SEC may place the corporation under Delinquent Status.
- Effect: A delinquent corporation cannot register any amendments to its Articles of Incorporation or Bylaws and will have difficulty obtaining a "Certificate of No Pending Case" or "Certificate of Good Standing."
B. Revocation of Certificate of Registration
If a corporation remains in "Delinquent Status" and fails to comply with the SEC’s order to resume reporting within two years, the SEC may, after due notice and hearing, revoke the Certificate of Incorporation. This effectively dissolves the corporation.
C. Disqualification of Directors
Recurring failures to file may be used as grounds to disqualify directors or officers from holding similar positions in other SEC-registered entities, as it demonstrates a failure in corporate governance.
6. Filing an Amended GIS
If changes occur in the corporate information (e.g., a change in directors, officers, or business address) after the annual GIS has been filed, the corporation must file an Amended GIS.
- Deadline: Within seven (7) calendar days after such change occurred or became effective.
- Late Filing: The same scale of fines applies to the late submission of an Amended GIS.