By Keren Concepcion G. Valmonte, February 22, 2021; Business World
The Securities and Exchange Commission (SEC) has developed an online submission tool (OST) that will allow corporations and partnerships to digitally and remotely file annual reports to limit in-person transactions amid the health crisis.
The OST, which the agency is seeking the public to comment, is proposed to be used beginning this year’s filing season.
In a draft memorandum circular released on Friday, the corporate regulator has also set the proposed schedule and guidelines for the online submission of reports. The proposals are now waiting for public comment.
The OST may be used to submit audited financial statements and general information sheet (GIS). It may also be used for the submission of sworn statement for foundation, general form for financial statement, special form for financial statement, affidavit for non-operation, and affidavit of non-holding of annual meeting during the preliminary implementation of the facility.
“The initiative operationalizes Section 180 of Republic Act No. 11232, or the Revised Corporation Code of the Philippines, which mandates the SEC to develop and implement an electronic filing and monitoring system,” the SEC said in a statement.
The project is also developed with the guidance of Republic Act No. 11032, otherwise known as the Ease of Doing Business and Efficient Government Service Delivery Act of 2018, which urges government agencies to ease transactions and reduce procedures.
Enrollment for the OST will be open beginning March 15.
Corporations and partnerships must sign-up through an online application form and submit required documents. Representatives are required to present a copy of a board resolution authorizing them to submit documents for the corporation or partnership and a special power of attorney.
All stock corporations, and their branch and representative offices and regional headquarters, and foreign corporations’ regional operating headquarters are required to use the online platform this year. Nonstock corporations will still be allowed to submit reports in person.
“Nonstock corporations, meanwhile, will still have the option to submit their reports over the counter this year. By 2022, the Commission will require all nonstock corporations to enroll in and submit their reports through the OST,” the commission said in a statement.
Law, consultancy, and other firms involved in services with corporations and partnerships may also use the platform.
Instructions on the format of reports will be provided by the OST.
“For the GIS, for instance, a filer must submit the accomplished but unsigned form saved as a multipage portable document format (PDF), as well as the high resolution scan of the signed and notarized document saved as a multipage PDF,” the SEC said.
Reports will be reviewed for verification and quality assurance. Once accepted, a QR code will be sent to the filers.
Non-confidential reports may be accessed through an online portal on the OST once it has been sent to the concerned department.
The SEC said it would no longer require hard copies of reports submitted to the online platform.
“The OST supports the Commission’s commitment to sustainable practices by minimizing its paper trail, reducing energy consumption, and promoting the role of corporations in achieving the United Nations Sustainable Development Goals and AmBisyon Natin 2040,” the commission said.
Once the OST is fully implemented, submissions sent via e-mail, courier, and office drop boxes will no longer be accepted.
The corporate regulator’s offices outside Metro Manila will only accept hard copies of reports if there are errors encountered during online enrollment or submission. The authorized filer should present a copy of the error notice generated by the OST.
Corporations should submit their GIS within 30 days after their annual meetings.
For the annual financial statement submissions, corporations will follow a schedule based on the last digit of their SEC registration or license number. Those with registration numbers ending with 1 are required to submit within June 1 to 30; with 2 within July 1 to 31; with 3 or 4 within Aug. 1 to 31; with 5 or 6 within Sept. 1 to 30; with 7 or 8 within Oct. 1 to 30; with 9 or 0 within Nov. 1 to 30.
For corporations with fiscal years not ending on Dec. 31, submission of their annual financial statements should be done within 120 days from the end of their respective fiscal years.
Corporations audited by the Commission on Audit (CoA) meanwhile may submit beyond the filing schedule, as long as an affidavit and a letter from CoA vetting the timely submission of financial statements and documents to the agency will be presented.