SEC grants amnesty for non-filing and late filing of the General Information Sheet and Annual Financial Statement and failure to designate official email and cellphone contacts

The Securities and Exchange Commission (“SEC”) issued on March 15, 2023 SEC Memorandum Circular No. 2, series of 2023 (the “Circular”) which grants corporations amnesty for (a) non-filing, (b) late filing of the general information sheet (“GIS”) and annual financial statement (“AFS”) for the latest and prior years, and (c) non-compliance with Memorandum Circular No. 28, series of 2020 (“MC No. 28, s. 2020”).  The amnesty must be availed of no later than June 30, 2023 (as extended by SEC Memorandum Circular No. 6, Series of 2023).

Under Section 177 of the Revised Corporation Code (the “Code”), the GIS and AFS shall be submitted annually and within such period as may be prescribed by the SEC. Failure to submit these two annual reportorial requirements subjects corporations to fines and penalties. On the other hand, MC No. 28, s. 2020 directs every corporation, association, partnership and person under the SEC’s jurisdiction to create and designate an official email address and cellphone number. For non-compliance of the MC No. 28, s. 2020, the SEC likewise imposes a penalty.

The SEC issued the Circular providing guidelines to corporations with respect to the availment of amnesty for covered violations. The Circular also provides for the applicable amnesty rates depending on the violation.

Only those who have filed an application in accordance with the Circular and have secured a payment assessment form from the SEC Electronic Filing and Submission Tool (“eFAST”) and paid the applicable amnesty rates on or before April 30, 2023 shall be entitled to the amnesty.

In a related Notice dated March 23, 2023 (the “Notice”), the SEC announced that effective April 1, 2023, the accounts of all corporations enrolled in the eFAST tagged as “revoked”, “suspended”, or “non-compliant” shall be put “on-hold” status until they comply with the Circular. The Notice further adds that should these corporations fail to avail of the amnesty, they will have to undergo the standard process of requesting for monitoring, or of filing the necessary petition for the lifting of their suspension or revocation of their certificates of incorporation, as the case may be, and shall settle the assessed fines and penalties in full to reactivate their accounts in eFAST.

Please feel free to get in touch with us at should you have questions on the foregoing or if you wish us to assist you in availing of the amnesty.