SEC Reportorial Requirements, Compliance and Filing Updates for Stock and Non-Stock Corporations

Atty. Yasser Aureada, CPA
Oct 15
2 min read

Compliance with reportorial requirements of the Securities and Exchange Commission (SEC) is crucial for corporations in the Philippines. These rules ensure transparency, protect investors, and safeguard the integrity of financial reporting. Under the Revised Corporation Code (RCC) and recent SEC Memorandum Circulars, corporations — whether stock, non-stock, domestic, foreign, or one-person corporations (OPCs) — are bound by strict filing requirements and deadlines.

This article provides a technical overview of the latest SEC compliance updates relevant to both stock and non-stock corporations.

SEC Mandates & Legal Basis

The SEC is the country’s company registrar and securities regulator, overseeing more than 527,000 registered corporations.

Legal foundation: Section 177 of the RCC requires corporations to submit their Annual Financial Statements (AFS) and General Information Sheet (GIS).
Corporations vested with public interest (e.g., listed companies, entities with ₱50M+ assets and 200+ stockholders) must also file directors’ compensation and performance reports.

Core Reportorial Requirements

Annual Financial Statements (AFS):
- Audited if assets or liabilities ≥ ₱600,000.
- Certified by treasurer/CFO if below threshold.
General Information Sheet (GIS):
- Filed within 30 days from the annual stockholders’ or members’ meeting.
Additional reports for public-interest corporations: Directors’ compensation and appraisal reports.
Secondary license holders (e.g., lending firms, broker dealers, investment houses) have added requirements.

Beneficial Ownership Disclosure

Since 2019, corporations must disclose beneficial owners — natural persons who ultimately own or control the corporation.

Ownership/control of ≥ 25% voting shares or exerting dominant influence qualifies.
False declarations may lead to perjury charges and criminal liability.

Filing Procedures & E-FAST System

Reports are filed through the Electronic Filing and Submission Tool (E-FAST).
Accepted formats: AFS (PDF), General/Special Forms (Excel), Affidavits of Non-Operation/Non-Holding of Meeting (PDF).
Authorized filers must be designated by the corporation via board resolution.

Penalties for Non-Compliance

Late Filing: Monetary fines starting at ₱5,000 plus ₱500 per month delay.
Non-Filing: Up to ₱18,000 plus ₱500 per month.
Three consecutive/intermittent failures in 5 years: SEC may declare a corporation delinquent.
Inoperative for 5 years: Possible revocation of incorporation.

Key Takeaways

Corporations must monitor filing schedules annually.
Transparency requirements such as beneficial ownership disclosure strengthen compliance frameworks.
Non-compliance risks not just penalties but also corporate credibility.

At YRA Co & CPAs, we guide businesses through the complexities of SEC compliance, ensuring timely filing, proper documentation, and protection against regulatory risks.