SEC extends deadline for annual financial statements

The Securities and Exchange Commission (SEC) has extended the deadline for the submission of annual financial statements (AFS) of corporations in 2023.


The Commission on February 27 issued SEC Memorandum Circular No. 1, Series of 2023 (SEC MC 1), which provides the Extension of Deadlines for the 2023 Filing of Annual Financial Statements.  


The extension seeks to provide external auditors more time to complete their statutory audits of the financial statements of corporations.


Under the newly issued memorandum circular, all corporations, including branch offices, representative offices, regional headquarters and regional operating headquarters of foreign corporations whose fiscal years ended on December 31, 2022 shall file their AFS based on the last digit of the SEC registration or license number, in accordance with the revised schedule:


                              1 and 2        :         May 29 to 31; June 1 to 2

                              3 and 4        :         June 5 to 9

                              5 and 6        :         June 13 to 16

                              7 and 8        :         June 19 to 23

                              9 and 0        :         June 26 to 30


The SEC extension offices will likewise implement the coding schedule. Corporations may submit their reports on or before their respective filing dates.


The Commission will accept late filings starting July 3, which will be subject to the prescribed penalties computed from the last day for AFS filing.


The deadline extension does not apply to corporations whose fiscal year ends on a date other than December 31, 2022, those whose securities are listed on the Philippine Stock Exchange (PSE), those whose securities are registered but not listed on the PSE, public companies, and entities covered under Sec 17.2 of Republic Act No. 8799, or the Securities Regulation Code (SRC).


Corporations whose AFS are being audited by the Commission on Audit (COA)are likewise not covered by the deadline extension. Such corporations shall provide an affidavit signed by the president and treasurer or chief finance officer attesting to the fact that the company timely provided COA with the financial statements and supporting documents and that the audit of the COA has just been concluded as well as a letter from the COA confirming the information on the affidavit are attached to their AFS.


Other provisions of SEC Memorandum Circular No. 9, Series of 2022, which provided the original schedule for AFS filing, remain in effect.


All stock and nonstock corporations are still required to submit their annual reports online through the SEC Electronic Filing and Submission Tool (eFAST), previously called the Online Submission Tool, at Submissions over the counter and through courier shall not be accepted.


Failure to follow the formal requirements prescribed under Revised SRC Rule 68 shall be considered a sufficient ground for the imposition of penalties by the SEC. The acceptance and receipt by the Commission of the financial statements shall be without prejudice to such penalties.


Moreover, the General Information Sheet (GIS) must be filed within 30 calendar days from the date of the actual annual stockholders’ meeting for stock corporations, from the date of actual annual members meeting of non-stock corporations, and from the anniversary date of the issuance of the SEC license for foreign corporations.


The respective GIS forms for stock corporations, other than one-person corporations, nonstock corporations, branch   offices and representative   offices of   foreign corporations, and regional operating headquarters and regional headquarters of multinational companies may be downloaded from the SEC website.

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