Executive summary

In the Philippines, shifting a corporation’s accounting period (e.g., from a calendar year ending December 31 to a fiscal year ending March 31) typically requires amending the by-laws if the fiscal year or the date of the annual stockholders’/members’ meeting is specified there. The amendment must be approved internally (board + stockholders/members, or the board if properly delegated), then filed with and approved by the Securities and Exchange Commission (SEC) before it takes effect. The change has downstream effects on SEC reporting calendars, BIR approvals and tax returns, audit timing, and governance documents.

Legal bases & key principles

Revised Corporation Code (RCC)
- By-laws and amendments: Adoption and amendment (or repeal) of by-laws require (a) majority vote of the board, and (b) majority of the outstanding capital stock or a majority of the members, unless the stockholders/members have delegated the power to amend the by-laws to the board by at least two-thirds (2/3) vote; any such delegation may be revoked by a majority of the stockholders/members.
- Effectivity vis-à-vis SEC: By-laws (and amendments) become effective only upon SEC approval (i.e., after the Commission issues a certification that the by-laws or amendments conform to law and regulations).
When an amendment is needed
- If your by-laws expressly state the fiscal year (e.g., “The fiscal year of the corporation shall end on 30 June”), you must amend them to change the accounting period.
- Even if fiscal year is not expressly stated, most by-laws set the date of the annual meeting by reference to the fiscal year (e.g., “third Friday of May of each year”). A change in fiscal year often necessitates aligning the annual meeting schedule; otherwise, your meeting date could clash with the new reporting cycle.
- If your by-laws do not refer to a fiscal year at all and the annual meeting date remains sensible, a by-laws amendment may not be strictly required for the accounting change itself—but you still need to address tax (BIR) approvals and SEC reporting timetables (see below).

Corporate approvals: votes, quorum, and notice

Board: Approve the amendment by majority of the directors at a duly called meeting with quorum (typically a majority of the board, unless the by-laws require more).
Stockholders/Members: Approve by majority of the outstanding capital stock (voting in person, by proxy, or remote means as allowed), or majority of all members for non-stock corporations.
- Delegation route: If at least 2/3 of the outstanding capital stock/members previously delegated to the board the authority to amend the by-laws, the board alone may approve—until that delegation is revoked.
Notice: Give notice in the manner and lead time required by your by-laws (and any shareholders’ agreements). Include the text or a summary of the proposed amendment(s).

What to file with the SEC (typical documentary set)

While formats evolve, the SEC usually expects the following core items for a by-laws amendment that changes the accounting period and/or meeting date:

Cover sheet / application form (per current SEC portal/process).
Directors’ Certificate (notarized), signed by the corporate secretary and a majority of directors, certifying:
- the date, place, quorum, and voting results of the board and stockholders’/members’ approval (or the existence of a valid delegation to the board and the board’s vote);
- that the attached amended by-laws are true and correct and conform to the RCC.
Amended By-Laws:
- Clean copy of the full by-laws incorporating the amendment; and
- Marked (“blackline”) copy showing changes from the last SEC-approved version.
Board & Stockholders/Members’ Resolutions (if not fully covered by the Directors’ Certificate).
Updated corporate profile information if required by the portal (e.g., primary email, principal office).
Proof of payment of applicable SEC filing fees and legal research fees (amounts per the SEC schedule of fees).
Other regulators’ clearances if the corporation is in a regulated sector (e.g., banks, insurance, pre-need) and your primary regulator requires prior concurrence (coordinate with the primary regulator before filing to avoid SEC queries).

Practical tip: Keep your latest SEC-stamped by-laws handy. The SEC reviewer often checks changes against the last approved version; providing a proper blackline reduces rework.

Filing channel and effectivity

Channel: File the amendment electronically through the SEC’s current online submission system for corporate amendments (portal names and modules can change). Some complex or regulated filings may be routed for in-person/special handling.
Effectivity: The amended by-laws take effect only upon SEC approval. Internally planning to adopt a new fiscal year is not enough—you must wait for the SEC certification before treating the new fiscal year as corporate-governance fact (separately, tax rules on short-period returns can apply even before SEC approval—see next section).

Coordination with the Bureau of Internal Revenue (BIR) and other agencies

Changing the accounting period has tax consequences distinct from corporate-law steps:

BIR approval of fiscal year: Corporations that want a fiscal year other than the calendar year should secure BIR approval. The BIR may require:
- A letter request stating the reason(s) for the change;
- Board/stockholders’ approving resolutions (or Directors’ Certificate);
- SEC-stamped amended by-laws (or proof of filing, depending on timing); and
- Other prescribed forms (your RDO may require updates via BIR Form 1905).
Short-period (“stub”) return: When transitioning, you will likely file a short-period income tax return from the end of the old period up to the start of the new fiscal year. Align with your external auditor to prepare the corresponding short-period audited financial statements (AFS) if required.
Update other registries: Notify LGU/Mayor’s office (business permits), SSS, PhilHealth, Pag-IBIG, and (if applicable) BOI/PEZA if their records include fiscal-year-based compliance dates.

Timing strategy: Many corporations schedule the SEC/BIR steps so that BIR short-period filings and SEC AFS/GIS calendars align cleanly in the first year of transition.

SEC reporting after the change: AFS, GIS, and meeting calendars

Audited Financial Statements (AFS)
- Coverage: After approval, your next AFS should cover the new fiscal year (with comparative figures) or the short period if you changed mid-cycle.
- Deadline: File your AFS within the period prescribed by the SEC measured from your new fiscal year-end (e.g., historically 120 days for many corporations, subject to annual SEC circulars and digit-based schedules). Always check the current year’s SEC filing calendar because the due date scheme can change.
General Information Sheet (GIS)
- The GIS is due within 30 days from the date of the annual stockholders’/members’ meeting. If you moved the meeting date to reflect the new fiscal year, your GIS due date moves with it.
Publicly-listed and publicly-held companies
- Beyond the SEC corporate filing, PSE and other disclosure rules may require a current report of the change in fiscal year and updates to your Manual on Corporate Governance and Annual Corporate Governance Report timelines. Coordinate with your corpo sec and compliance officer.

Drafting the amendment: model clause ideas

When revising by-laws, keep the language simple, durable, and flexible:

Fiscal year definition

“The fiscal year of the Corporation shall commence on 1 April of each year and end on 31 March of the following year; provided, that the Board may, when necessary and in the best interests of the Corporation and subject to applicable law and regulatory approvals, adjust the fiscal year and cause the appropriate amendment of these By-Laws.”
Annual meeting date keyed to fiscal year

“The annual meeting of stockholders shall be held on the third Friday of the fifth month following the close of the fiscal year, at such time and place as the Board may determine, unless a different date is fixed by the Board upon proper notice.”
Delegation to the Board (optional)

“By a vote of stockholders representing at least two-thirds (2/3) of the outstanding capital stock, the power to amend or repeal the By-Laws, or adopt new by-laws, is hereby delegated to the Board of Directors; provided, that such delegation may be revoked by a majority of the outstanding capital stock at any time.”

Tip: Tether the annual meeting to a relative formula (“nth weekday of the nth month after FYE”) to avoid future amendments when dates shift.

Step-by-step compliance checklist

Scoping & alignment
- Confirm whether the current by-laws mention the fiscal year or tie the annual meeting to it.
- Map SEC and BIR requirements and a transition timeline (including a short-period “stub” if any).
Board action
- Approve the proposed by-laws amendment text.
- Call the stockholders’/members’ meeting (unless the board has delegated authority).
Stockholders’/Members’ approval (if needed)
- Secure the requisite majority vote.
- If seeking delegation to the board for future tweaks, secure 2/3 vote.
Documentation
- Prepare the notarized Directors’ Certificate, resolutions, and clean/blackline copies of the amended by-laws.
SEC filing
- Lodge the amendment through the current SEC portal; pay fees; respond to any clarifications.
- Obtain SEC approval/certification—this marks effectivity under corporate law.
BIR process
- File the request to adopt a fiscal year (or change it), and update registration details.
- Calendar the short-period return and any short-period AFS with your auditor.
Downstream updates
- Adjust AFS/GIS filing calendars based on the new fiscal year and annual meeting date.
- Notify LGU, SSS, PhilHealth, Pag-IBIG, and sectoral regulators if applicable.
- Update internal calendars, board/committee charters, and investor relations materials.

Frequent pitfalls & how to avoid them

Assuming board approval alone is enough: Unless a valid 2/3 delegation exists, you still need stockholders’/members’ approval.
Treating the new fiscal year as effective before SEC approval: Under corporate law, effectivity hinges on SEC approval; plan your first “new-year” AFS/GIS accordingly.
Forgetting the annual meeting date: If the meeting is pegged to the old cycle, your GIS due date and quorum planning can go sideways.
Over-specific drafting: Hard-coding a particular calendar date can force repeated amendments; use relative formulations keyed to fiscal year end.
Tax timing mismatch: Coordinate SEC approval with BIR short-period deadlines so your audit and filing teams aren’t compressed.

Special notes for non-stock corporations and foundations

Approval thresholds are similar (board majority + members’ majority, or 2/3 delegation to the board).
Many non-stock entities have grant cycles or program audits pegged to a fiscal year; ensure the change doesn’t breach donor covenants or accreditation conditions.
If supervised by another agency (e.g., DOJ, CHED, DSWD, or SEC-regulated public benefit entities), check if prior notice or concurrence is required.

Recordkeeping and governance hygiene

Keep a minute book trail: notices, attendance sheets, quorum certifications, vote tallies, and the SEC-stamped amended by-laws.
Update the Corporate Governance Manual, Board Charter, Audit Committee Charter, and Compliance Calendar to the new dates.
Train finance and compliance teams on new cutoff dates for interim reports, inventories, and impairment testing aligned to the new fiscal year end.

Bottom line

To validly change your accounting period in the Philippine setting, treat it as a by-laws amendment project with two tracks moving in lockstep: (1) Corporate law track—secure proper approvals and SEC approval of the amended by-laws; and (2) Tax/regulatory track—obtain BIR clearance, handle any short-period filings, and update downstream regulators. Plan the first transition year carefully—AFS, GIS, annual meeting, and tax returns will all follow the new fiscal year once the SEC’s approval is in hand.