SEC Penalties for Late or Non-Filing of the General Information Sheet

Missing the General Information Sheet deadline does not automatically cancel a Philippine corporation, but it can lead to substantial SEC fines, a delinquent corporate status, and eventually revocation if the noncompliance continues. The amount is not a single flat penalty: it depends on whether the GIS was filed late or never filed, the corporation’s financial bracket, its classification, and its history of violations. As of July 2026, the SEC still imposes the applicable base fine, although the additional per-month delay penalty is temporarily suspended until December 31, 2026.

What Is the General Information Sheet?

The General Information Sheet, commonly called the GIS, is the SEC’s annual snapshot of a corporation. It generally contains information about the corporation’s:

  • Registered office and contact details
  • Directors, trustees and corporate officers
  • Stockholders, members and shareholdings
  • Authorized, subscribed and paid-up capital
  • Nationality and foreign-equity information
  • Corporate meeting and election
  • Beneficial ownership and control arrangements, where applicable

The GIS is not the same as the corporation’s audited financial statements. A corporation may be compliant with its financial-statement filing but still be penalized for a missing GIS, and vice versa. Under SEC Memorandum Circular No. 6, Series of 2024, fines are imposed per report. A late GIS and a late audited financial statement can therefore generate separate penalties.

Who normally files a GIS?

The requirement generally applies to:

  • Domestic stock corporations
  • Domestic nonstock corporations
  • Foreign corporations licensed to transact business in the Philippines
  • Branch offices, representative offices and other licensed foreign entities covered by SEC rules

SEC MC No. 6 states that the GIS requirement is not applicable to a One Person Corporation in the same manner as an ordinary corporation. An OPC remains subject to its separate reportorial obligations under Section 129 of the Revised Corporation Code and to applicable beneficial ownership rules.

When Is the GIS Due?

For most domestic corporations, the GIS must be submitted within 30 calendar days from the actual annual stockholders’ or members’ meeting.

Corporation or situation Usual GIS deadline
Domestic stock corporation Within 30 calendar days from the actual annual stockholders’ meeting
Domestic nonstock corporation Within 30 calendar days from the actual annual members’ meeting
No annual meeting was held The non-holding must be reported based on the scheduled meeting date, with the required affidavit or report
Licensed foreign corporation Within 30 calendar days from the anniversary date of the SEC license
Regional headquarters or regional operating headquarters Initial and annual periods prescribed by the SEC, generally tied to registration or license anniversary
Financing or lending company Regular annual deadline, plus applicable reporting within seven calendar days of certain changes

The deadline is based on the actual meeting date, not automatically on December 31, the corporation’s fiscal year-end, or the date the GIS was notarized. The SEC’s eFAST guidance also instructs filers to use the actual annual meeting date as the “period covered” for a regular GIS submission.

What if no annual meeting was held?

Failure to conduct an annual meeting does not remove the reporting obligation.

Section 25 of Republic Act No. 11232, or the Revised Corporation Code of the Philippines, requires the corporation to report the non-holding of an election and the reason for it within 30 days from the scheduled election date. The report must identify a new election date that is not later than 60 days from the original schedule. (Supreme Court E-Library)

For eFAST purposes, the filer may need to submit a GIS accompanied by an Affidavit of Non-Holding of Annual Meeting, commonly referred to as an ANHAM, using the appropriate submission type. Simply leaving the GIS unfiled because there was no quorum or meeting may result in a non-filing assessment.

Legal Basis for SEC GIS Penalties

The SEC’s authority comes primarily from the Revised Corporation Code.

Section 25: Reporting elections and changes in officers

Section 25 requires the corporation to report its elected directors, trustees and officers within 30 days after their election. It also requires the corporation to report the death, resignation or other cessation from office of a director, trustee or officer within seven days from knowledge of the event. (Supreme Court E-Library)

Section 177: Annual reportorial requirements

Section 177 requires every domestic or foreign corporation doing business in the Philippines to submit:

  1. The required annual financial statements; and
  2. A general information sheet.

The same provision allows the SEC to place a corporation under delinquent status after it fails to submit reportorial requirements three times, whether consecutively or intermittently, within a five-year period. (Supreme Court E-Library)

Sections 158 and 179: SEC enforcement authority

Section 158 authorizes administrative fines ranging from ₱5,000 to ₱2 million, continuing-violation fines, cease-and-desist orders, suspension or revocation of registration, and dissolution in appropriate cases after due notice and hearing. Sections 179(o) and 179(p) authorize the SEC to issue and enforce rules necessary to implement the Code. (Supreme Court E-Library)

The current penalty schedule is principally found in SEC Memorandum Circular No. 6, Series of 2024, which has applied to covered monitoring requests received by the SEC beginning April 1, 2024. (Grant Thornton Philippines)

Late Filing Versus Non-Filing

The distinction matters because the base fine for non-filing is usually higher.

For domestic corporations

Under SEC MC No. 6:

  • Late filing generally means filing after the deadline but within one year from the prescribed due date.
  • Filing more than one year after the deadline is assessed using the non-filing base fine.
  • Complete non-submission is treated as non-filing.
  • Under the normal schedule, the monthly component is capped at 12 months when the report is filed beyond one year.

For foreign corporations

A foreign corporation’s GIS is generally due within 30 days from the anniversary of its SEC license. The foreign-corporation schedule applies different consequences when the filing extends beyond the 30-day and 60-day periods specified in MC No. 6.

SEC Penalties for Late GIS Filing by Domestic Stock Corporations

For domestic stock corporations, the bracket is generally based on the corporation’s retained earnings, fund balance or equity. The following amounts are the base fines per report under SEC MC No. 6.

Financial bracket Late GIS base fines: 1st / 2nd / 3rd / 4th / 5th offense Non-filing base fines: 1st / 2nd / 3rd / 4th / 5th offense
Capital deficiency ₱5,000 / ₱6,000 / ₱7,000 / ₱8,000 / ₱9,000 ₱10,000 / ₱12,000 / ₱14,000 / ₱16,000 / ₱18,000
Negative retained earnings ₱5,000 / ₱6,000 / ₱7,000 / ₱8,000 / ₱9,000 ₱10,000 / ₱12,000 / ₱14,000 / ₱16,000 / ₱18,000
₱0–₱100,000 ₱5,000 / ₱6,000 / ₱7,000 / ₱8,000 / ₱9,000 ₱10,000 / ₱12,000 / ₱14,000 / ₱16,000 / ₱18,000
₱100,001–₱500,000 ₱10,000 / ₱12,000 / ₱14,000 / ₱16,000 / ₱18,000 ₱15,000 / ₱18,000 / ₱21,000 / ₱24,000 / ₱27,000
₱500,001–₱5 million ₱15,000 / ₱18,000 / ₱21,000 / ₱24,000 / ₱27,000 ₱20,000 / ₱24,000 / ₱28,000 / ₱32,000 / ₱36,000
₱5,000,001–₱10 million ₱20,000 / ₱24,000 / ₱28,000 / ₱32,000 / ₱36,000 ₱25,000 / ₱30,000 / ₱35,000 / ₱40,000 / ₱45,000
Above ₱10 million ₱25,000 / ₱30,000 / ₱35,000 / ₱40,000 / ₱45,000 ₱30,000 / ₱36,000 / ₱42,000 / ₱48,000 / ₱54,000

Under the normal MC No. 6 schedule, negative retained earnings generally carry an additional ₱500-per-month component, while positive retained earnings brackets generally carry ₱1,000 per month of delay. A fraction of a month is ordinarily counted as one whole month. The base fines and monthly components are separate.

SEC Penalties for Domestic Nonstock Corporations

For nonstock corporations, the relevant financial measure is generally the fund balance, retained earnings or equity.

Financial bracket Late GIS base fines: 1st / 2nd / 3rd / 4th / 5th offense Non-filing base fines: 1st / 2nd / 3rd / 4th / 5th offense
Negative fund balance or equity ₱5,000 / ₱6,000 / ₱7,000 / ₱8,000 / ₱9,000 ₱10,000 / ₱12,000 / ₱14,000 / ₱16,000 / ₱18,000
₱0–₱100,000 ₱5,000 / ₱6,000 / ₱7,000 / ₱8,000 / ₱9,000 ₱10,000 / ₱12,000 / ₱14,000 / ₱16,000 / ₱18,000
₱100,001–₱500,000 ₱7,500 / ₱9,000 / ₱10,500 / ₱12,000 / ₱13,500 ₱12,500 / ₱15,000 / ₱17,500 / ₱20,000 / ₱22,500
₱500,001–₱5 million ₱10,000 / ₱12,000 / ₱14,000 / ₱16,000 / ₱18,000 ₱15,000 / ₱18,000 / ₱21,000 / ₱24,000 / ₱27,000
₱5,000,001–₱10 million ₱12,500 / ₱15,000 / ₱17,500 / ₱20,000 / ₱22,500 ₱17,500 / ₱21,000 / ₱24,500 / ₱28,000 / ₱31,500
Above ₱10 million ₱15,000 / ₱18,000 / ₱21,000 / ₱24,000 / ₱27,000 ₱20,000 / ₱24,000 / ₱28,000 / ₱32,000 / ₱36,000

The normal additional component is ₱500 per month for a negative fund balance and ₱1,000 per month for the nonnegative financial brackets.

Penalties for Foreign Corporations

Foreign stock and nonstock corporations have separate tables based on accumulated income, fund balance or members’ equity.

For a first offense under MC No. 6:

  • A foreign stock corporation’s late-filing base fine generally ranges from ₱10,000 to ₱30,000, depending on the financial bracket.
  • A foreign nonstock corporation’s late-filing base fine generally ranges from ₱5,000 to ₱25,000.
  • A foreign stock corporation’s non-filing base fine can range from ₱10,000 to ₱50,000 for a first offense.
  • A foreign nonstock corporation’s non-filing base fine generally ranges from ₱10,000 to ₱30,000 for a first offense.

The foreign-corporation tables also use specific penalty additions for filings beyond the applicable 30-day or 60-day periods. Because the treatment differs from the domestic monthly formula, the reliable amount is the updated assessment issued by the SEC based on the foreign entity’s license date, financial bracket, filing history and outstanding reports.

Temporary Suspension of Monthly Penalties in 2026

SEC Memorandum Circular No. 16, Series of 2026 temporarily suspended the per-month delay penalty for late or non-filing of the GIS and annual financial statements.

The suspension:

  • Took effect on May 14, 2026
  • Continues until December 31, 2026
  • Covers domestic stock, domestic nonstock, One Person and foreign corporations within its scope
  • Applies to pending monitoring assessments and final but unsettled assessments
  • Does not cancel the base fine
  • Does not refund monthly penalties already paid before May 14, 2026
  • Does not extend the legal filing deadline

Unless the SEC issues a further rule, the per-month delay component resumes on January 1, 2027. Corporations with pending or unsettled assessments may receive an updated computation excluding the suspended component. (PwC)

Example

A domestic stock corporation with retained earnings of ₱300,000 files its first late GIS during the suspension period.

Its base fine under the late-filing table is ₱10,000. The temporary suspension may remove the otherwise applicable monthly component, but it does not erase the ₱10,000 base fine.

If the same GIS had remained unfiled beyond the period treated as late filing, the applicable first-offense non-filing base fine for that bracket would be ₱15,000.

How Repeat Offenses Are Counted

The first, second and later offense columns do not necessarily correspond simply to the number of calendar years missed.

SEC MC No. 6 provides that corporations will be formally notified of their fines. For purposes of determining the frequency of violations, the SEC considers settled notices with the corresponding Confirmation of Payment. The final offense classification should therefore come from the SEC assessment rather than from an informal spreadsheet calculation. (Grant Thornton Philippines)

After a corporation has been notified that it is under delinquent status, a sixth offense may become a ground for revocation of its certificate of registration, license to transact business, or secondary license. MC No. 6 also provides for a monetary fine equivalent to the fifth-offense amount plus a 100% surcharge on the total assessed fine.

How to File an Overdue GIS and Settle the Penalty

1. Identify every missing or defective GIS

Check:

  • The actual annual meeting date for each year
  • Whether a GIS was accepted, reverted or never submitted
  • Whether the wrong corporation profile or year was used
  • Whether an amended GIS is also required
  • Whether the corporation has missing annual financial statements or MC No. 28 compliance

A report appearing as “Uploaded” in eFAST has not yet been filed. It must be formally submitted.

2. Use the current SEC form and correct reporting period

Download or access the current template through the SEC reportorial requirements page.

Use the correct:

  • SEC registration number
  • Complete registered corporate name
  • Actual annual meeting date
  • List of directors, trustees and officers
  • Stockholder or member information
  • Capital and ownership information
  • Submission type

For a year in which no annual meeting occurred, prepare the appropriate non-holding affidavit or supporting report instead of inventing a meeting date.

3. Complete beneficial ownership requirements

Under the 2026 beneficial ownership framework, covered declarations are submitted through the SEC’s HARBOR platform, which is integrated with the GIS filing workflow. Existing corporations filing a GIS under the current framework may need to complete the beneficial ownership declaration in HARBOR, subject to the applicable transition rules and the corporation’s prior submission. (Facebook)

4. Sign, notarize and prepare both PDF versions

The SEC eFAST guide requires the GIS to be prepared in two sets:

  1. A complete signed and notarized scanned copy; and
  2. A PDF converted directly from the prescribed Excel workbook.

The scanned document should be clear, complete and in portrait orientation. The SEC recommends sufficient resolution, generally at least 100 to 150 dpi, without cut pages, dark images, camera photographs or unreadable text.

5. Submit through eFAST

File through the SEC Electronic Filing and Submission Tool.

After uploading:

  1. Open the uploaded entry.
  2. Enter the correct period covered and submission type.
  3. Click the final submit button.
  4. Confirm that the status changes from “Uploaded” to “Submitted.”
  5. Monitor the registered email and eFAST dashboard.
  6. Keep the QR-coded acceptance as proof of receipt.

An accepted and compliant filing is generally reckoned from its initial eFAST submission date. A reverted or rejected report is considered not filed or not received and must be corrected and resubmitted. (SEC eFAST)

6. Request an official monitoring or penalty assessment

Filing the overdue GIS does not necessarily complete the penalty process. The SEC may need to review the corporation’s full compliance history and issue an assessment.

Requests involving monitoring clearance, GIS status, disputed submissions or outstanding assessments may be lodged through the SEC iMessage ticketing system under the appropriate Company Registration and Monitoring Department or extension-office service. (Securities and Exchange Commission)

Prepare copies of:

  • SEC certificate of incorporation or license
  • SEC registration number
  • Accepted or submitted GIS files
  • QR-coded eFAST acknowledgments
  • Prior assessment notices
  • Proofs of previous penalty payments
  • Relevant annual financial statements
  • Board or stockholder documents explaining disputed dates
  • Affidavit of non-holding, non-operation or other supporting affidavit, when applicable

7. Pay using the SEC assessment

The SEC normally issues a Payment Assessment Form or corresponding payment reference. Payment may then be processed through SEC eSPAYSEC or another authorized method indicated in the assessment.

Keep the electronic official receipt and Confirmation of Payment. These documents may be important when establishing the corporation’s settled violations and offense history. (eSPAYSEC)

Common Mistakes That Lead to Penalties

Assuming a dormant corporation does not need to file

A corporation that has no sales, employees or active operations remains registered until it is properly dissolved, revoked or otherwise terminated. Inactivity alone does not normally remove annual SEC obligations. Where allowed, an affidavit of non-operation may accompany the applicable report, but it does not justify ignoring the filing requirement.

Filing an unsigned or unnotarized GIS

The Excel-to-PDF copy is not a substitute for the signed and notarized set. Both required versions must be properly uploaded.

Using the bylaws date when a meeting actually occurred later

For a regular GIS, the relevant date is ordinarily the actual annual meeting date. The scheduled date in the bylaws becomes particularly relevant when no meeting was held and the corporation must report the non-holding.

Treating an eFAST upload as a completed filing

“Uploaded” means the file is stored in the system but not yet submitted to the SEC. The filer must finish the submission fields and click submit.

Ignoring a reversion email

A reverted GIS has no filing effect. If the correction is submitted after the deadline, the delay may expose the corporation to a late-filing assessment even though the first upload occurred on time.

Filing only the most recent GIS

If several years are missing, submitting the latest GIS does not automatically cure the earlier years. MC No. 6 directs the SEC to treat missing prior-year GIS and financial statements as not filed and to assess them under the circular.

Forgetting changes between annual meetings

The corporation may need an amended GIS when material information changes between annual meetings. Separately, Section 25 requires cessation from office through death, resignation or another cause to be reported within seven days from knowledge. (Supreme Court E-Library)

Frequently Asked Questions

How much is the SEC penalty for one late GIS?

For a first late filing by a domestic corporation, the base fine generally begins at ₱5,000. It can reach ₱25,000 for a domestic stock corporation or ₱15,000 for a domestic nonstock corporation, depending on the financial bracket. Foreign corporations have separate and potentially higher schedules.

Is there still a monthly GIS penalty in 2026?

The per-month delay component is temporarily suspended from May 14 through December 31, 2026. The base fine remains payable, and filing deadlines remain in effect. The monthly component is scheduled to resume on January 1, 2027 unless the SEC issues another rule. (PwC)

Can a corporation file a GIS after the deadline?

Yes. The corporation should file the outstanding GIS through eFAST using the correct form, year and submission type. Filing late does not erase the penalty, but it prevents the report from remaining completely unfiled and may reduce the risk of further enforcement consequences.

What happens if the GIS is more than one year late?

For a domestic corporation, SEC MC No. 6 applies the non-filing base fine when the submission is beyond one year from the prescribed deadline. Under the normal rules, the monthly component is capped at 12 months, subject to the temporary 2026 suspension.

Do we need to file if the company had no business operations?

Generally, yes. A registered but inactive corporation continues to have reportorial obligations. Use the appropriate affidavit of non-operation or non-holding where applicable instead of simply skipping the GIS.

Does failure to file one GIS automatically revoke the corporation?

No. One late or missing GIS does not automatically revoke the registration. However, three failures to submit reportorial requirements within five years may lead to delinquent status, and continuing violations can eventually support revocation. (Supreme Court E-Library)

How do I know whether the GIS was accepted?

Check the eFAST status and the registered email account. An accepted filing is normally accompanied by a QR-coded acknowledgment. A status of “Uploaded” is incomplete, while “Reverted” or “Rejected” means the GIS is considered not filed.

Can the SEC waive a late GIS penalty because the delay was accidental?

An accidental delay does not automatically remove the fine. A corporation may request correction or reassessment when the SEC used an incorrect meeting date, financial bracket, offense count, payment record or filing status. A general reduction or amnesty requires an applicable SEC issuance; the 2026 monthly suspension does not waive the base fine.

Is an amended GIS subject to a separate late-filing penalty?

An amendment filed to correct or update a previously accepted GIS is treated according to the facts and the applicable SEC rules. If the original GIS was timely and properly accepted, an amendment is not necessarily the same as a late annual filing. However, an amendment cannot cure an original report that was never validly submitted or was reverted.

Where should a disputed GIS assessment be raised?

Submit the issue through the SEC’s iMessage system or the office identified in the assessment notice. Attach the GIS, QR code, annual meeting documents, previous receipts and a clear explanation of the disputed date, bracket, report or offense count.

Key Takeaways

  • A domestic corporation’s GIS is generally due within 30 calendar days from the actual annual meeting.
  • A missing annual meeting does not excuse non-filing; the non-holding must be reported.
  • SEC GIS fines are imposed per report and depend on the corporation’s type, financial bracket and offense history.
  • Filing more than one year late may attract the higher non-filing base fine for a domestic corporation.
  • The additional monthly penalty is suspended from May 14 to December 31, 2026, but the base fine remains.
  • An eFAST file marked “Uploaded” has not yet been submitted.
  • A reverted GIS is considered not filed and must be corrected and resubmitted.
  • Three failures within five years may lead to delinquent status, while continued violations may eventually support revocation.
  • The amount appearing in an official SEC assessment should be checked against the meeting date, financial bracket, missing years, payment history and the 2026 monthly-penalty suspension.

Disclaimer: This content is not legal advice and may involve AI assistance. Information may be inaccurate.