On 08 March 2021, the Securities and Exchange Commissions (“SEC”) released SEC Memorandum Circular (“MC”) No. 3, series of 2021 to promulgate and provide guidelines on the filing of the audited financial statements (“AFS”), general information sheet (“GIS”), and other annual reports for the year 2021. In the said MC, the SEC announced the mandatory submission of these reports through the SEC’s Online Submission Tool (“OST”).
Enrollment process to the OST
Except as otherwise provided in the issuances of the SEC, all corporations and partnerships registered with the SEC must enroll in the OST. The enrollment process of all registered stock corporations and partnerships will start on 15 March 2021. However, non-stock corporations are given the option to enroll and submit their reports through OST or submit their reports over the counter.
This process shall be open to both corporations and firms (e.g., law firms, consultancy firms) providing related services to corporations and partnerships. However, these firms shall be equipped with the appropriate Board Resolution and Special Power of Attorney (“SPA”) from their clients.
The enrollment process to the OST is summarized as follows:
- Fill up the application form online through https://ostsec.gov.ph
- Attach the relevant documents
- SEC notifies applicant if it should submit any additional requirements
- Approval of the application through email
Generally, the enrollment process is a one-time process. However, if the registered corporation or partnership decides to change their authorized filers, a new enrollment must be done to replace the old authorized filer.
All registered corporations, whether stock or non-stock, shall be required to enroll and submit reports through the OST by 2022.
Submission of reports through the OST
For its initial implementation, the OST shall accept the following reports in their required formats:
|Report to be submitted||File format|
|AFS, duly signed by the auditor and all required signatories, together with the proof of filing with the BIR|
|Sworn Statement for Foundation (“SSF”)|
|General Form for Financial Statements (“GFFS”)||Excel|
|Special Form for Financial Statements (“SFFS”)||Excel|
|Affidavit of Non-Operation (“ANO”), to be filed together with the GIS or FS|
|Affidavit of Non-Holding of Annual Meeting (“ANHAM”), to be filed together with the GIS|
|Unsigned form||Multi-Page PDF with Text Layer of the accomplished but unsigned form|
|Signed and notarized||Multi-Page PDF High Resolution Scan (at least 100×100 dpi) of the document with theSignatories Page and the Notarization Page|
The submission through hard copies, e-mail, mail, courier, and chute box shall no longer be allowed and accepted, except as otherwise provided in any issuance of the SEC.
In case the filers cannot enroll and submit reports through the OST, kiosks for technical assistance shall be provided by the SEC in their offices or in other areas as may be determined. These OST kiosks shall be available for six (6) months from 01 March to 30 September 2021. In case the filer’s technical issues on the OST cannot be resolved, all SEC Extension Offices may accept reports over the counter as long as the filers can present the Notice from the OST that problems have been encountered.
The OST shall be open for twenty-four (24) hours. However, all submissions shall only be accepted from Mondays to Fridays.
The deadline of filing the stock corporations’ AFS depends on the last numerical digit of their SEC registration or license number in accordance with the schedule below:
|Last numerical digit||Deadline|
|1||1 April to 30 April|
|2||1 May to 31 May|
|3 and 4||1 June to 30 June|
|5 and 6||1 July to 31 July|
|7 and 8||1 August to 31 August|
|9 and 0||1 September to 30 September|
On the other hand, the GIS must be filed and submitted thirty (30) days after the corporations’ annual meeting.
If the reports are compliant with the existing requirements, the date the report was initially submitted to the OST shall be the reckoning date of the receipt of the report. A report which was reverted or rejected is considered not filed or not received. A notification will be sent to the filer, stating the reason of the report’s rejection in the remarks box.
Senior Associate, Ocampo & Suralvo Law Offices
The information provided here is for information purposes only, and is not intended to constitute legal advice. Legal advice should be obtained from qualified legal counsel for all specific situations.