Reportorial Requirements of Corporations with Primary License registered with the Securities and Exchange Commission (“SEC”)
SEC-registered Corporations with primary licenses are mandated by law to submit the following reports, with the goal of promoting transparency and ensuring accountability among companies:
- General Information Sheet (“GIS”); and
- Audited Financial Statements (“AFS”) stamped “RECEIVED” by the Bureau of Internal Revenue (“BIR”)
GIS
The GIS is a document certified and sworn to by the Corporate Secretary. Under the Corporation Code, the GIS must be submitted within thirty (30) days from the date of the annual stockholders’ or members’ meeting in case of domestic stock or non-stock corporations. If the corporation is unable to hold the meeting for the calendar year, the GIS shall be filed not later than January of the following year. On the other hand, the GIS for a non-operational corporation must be accompanied an Affidavit of Non-Operation within 120 calendar years after the end of the fiscal year.
It must be noted that under SEC Memorandum Circular No. 16, the failure of the Corporation to submit its GIS for five consecutive years shall be construed as non-operation and a ground for the revocation of its Certificate of Incorporation.
AFS
The AFS, on the other hand, is a document certified under oath by either the treasurer of the corporation (in case of a domestic stock corporation with paid-up capital of less than five hundred thousand pesos or a domestic non-stock corporation with annual gross receipts of less than one hundred thousand pesos or total assets of less than five hundred thousand pesos) or an independent certified public accountant (in case of domestic stock corporations with paid up capital of five hundred thousand pesos or more or domestic non-stock corporations with annual gross receipts of one hundred thousand pesos or more or total assets of fifty million pesos or more). Under the law, the AFS should be submitted within one hundred twenty calendar days after the end of the fiscal year, as indicated in the Financial Statements.
