The Securities and Exchange Commission (SEC) on Thursday said it is granting corporations and other regulated entities an amnesty on the late and non-filing of certain reportorial requirements.
The SEC on March 15 issued Memorandum Circular No. 2, Series of 2023, or the Grant of Amnesty for Non-filing and Late Filing of the General Information Sheet (GIS) and Annual Financial Statement (AFS) and Non-Compliance with Memorandum Circular No. 28, Series of 2020 (MC 28).
The amnesty, which will come in the form of a waiver or reduction of fines, is part of the commission’s efforts to encourage its regulated entities to comply with reportorial requirements under the Revised Corporation Code. The timely submission of reportorial requirements will also allow for the prudent identification of active and inactive corporations, and give the SEC the capacity to enhance and organize its database towards nurturing a healthy and vibrant corporate sector.
Under the guidelines, the SEC will provide an amnesty on the unassessed and already assessed but not yet paid fines and penalties by the SEC for the non-filing and late filing of the GIS for the latest and prior years, as well as the non-filing and late filing of AFS, including its attachments such as the Certificate of Existence of Program/Activity, Non-Stock, Non-Profit Organization Forms, for the latest and prior years.
An all-encompassing fine of P5,000 will be charged for all such violations, in lieu of the usual fines and penalties imposed by the SEC. The rates will apply provided that the corporation or entity will submit the latest reportorial requirement due at the time of the application, and comply with MC 28.
The penalty of P10,000 for non-compliance with MC 28 will be waived. Meanwhile, suspended and revoked corporations, including those which have filed for the lifting of suspension or revocation, will be given a 50 percent reduction on their assessed fines, encompassing all violations on the non-filing and late filing of GIS and AFS.
Pursuant to the Guidelines on the Imposition of Fines or Penalties for Non-Compliance with Reportorial requirements, stock corporations that will fail to submit their GIS or AFS are currently fined within the range of P1,000 to P10,000 per report per year, depending on the retained earnings from their latest AFS.
Meanwhile, non-stock corporations have corresponding fines of P500 to P5,000 for non-filing of their GIS and AFS. Late filing of reportorial requirements for both stock and non-stock corporations will be imposed a fine equivalent to 50 percent of the above-mentioned rates.
The amnesty will be extended to corporations, including branch offices, representative offices, regional headquarters, and regional operating headquarters of foreign corporations and foundations. It will also cover associations, partnerships, and persons under the jurisdiction and supervision of the commission that failed to comply with MC 28.
The amnesty, however, will not cover corporations whose securities are listed on the Philippine Stock Exchange (PSE); those whose securities are registered but not listed on the PSE; those considered as public companies; those with intra-corporate dispute; those with disputed GIS; and other corporations covered under Section 17.2 of Republic Act 8799, or the Securities Regulation Code.