The SEC issues SEC Memorandum Circular No. 03, Series of 2021. It deals with SEC’s new requirement to submit annual reports through its Online Submission Tool (OST). This circular outlines the procedure and schedule for filing the covered reports. Here’s what you need to know.
Important points about SEC Memorandum Circular No. 03, Series of 2021
1. What is this circular about?
Through this circular, the SEC now requires the submission of annual reports through its Online Submission Tool (OST). This circular outlines the procedure and schedule for filing the covered reports.
2. What are the annual reports required to be submitted through OST?
(a) Audited Financial Statements
(1) Duly stamped received by the Bureau of Internal Revenue (BIR) or proof of filing with the BIR should be attached to the Audited Financial Statements
(2) Duly signed Auditor’s Report
(3) Statement of Management’s Responsibility duly signed by authorized signatories
(4) Compliant with all the Audited Financial Statements requirements
(b) General Information Sheet (GIS)
(c) Sworn Statement for Foundation (SSF)
(d) General Form for Financial Statements (GFFS)
(e) Special Form for Financial Statements (SFFS), including IHFS, PHFS, BDFS, LCFS, FCFS, LCIF, and FCIF
(f) Affidavit of Non-Operation (ANO), to be filed together with the GIS/AFS. Filer may submit a GIS/AFS without any movement/change
(g) Affidavit of Non-Holding of Annual Meeting (ANHAM), to be filed together with the GIS. Also, the filer may submit a GIS, without any movement/change (No Meeting Held).
3. Who are required to enroll to OST?
All corporations registered with SEC must enroll in the OST in order to access and submit reports through this platform, except as otherwise provided in this circular and other issuances of the SEC.
4. When does enrollment to OST start?
The enrollment process of all registered corporations will start on 15 March 2021.
5. What is the process for enrollment to OST?
a. Go to https://cifss-ost.sec.gov.ph/ and fill out the application form.
b. Prepare these attachments:
i) the Secretary’s Certificate containing the Board Resolution that authorizes the company’s representative to file the reports on behalf of the corporation; and
ii.) the report on the company’s submission/change of official e-mail address and cellphone number in compliance with SEC Memorandum Circular 28, series of 2020.
c. Upload the application form and the attachments.
d. Wait for the application’s approval. Notification of approval or compliance with additional requirements will be sent through e-mail.
e. Upon approval of the application, access keys (User ID and password) will be issued for access OST and file the reports.
6. Can corporations send hard copies of these reports instead?
Generally No. The SEC will not accept hard copies of these reports, except as provided in the circular and other issuances of SEC.
No submission through email, mail, courier and chute box shall be allowed and/or accepted.
7. What if the authorized filer is unable to enroll and file through OST?
In case filers cannot enroll and submit reports through the OST, kiosks shall be provided in SEC offices and other areas, as may be designated by the Commission for technical assistance on the use of the OST.
These OST Kiosks will be available for nine (9) months, from 15 March 2021 to 15 December 2021. Subsequent submissions shall be done remotely.
8. What if the authorized filer encounters OST problems?
The general rule is authorized filers with approved and successful applications to OST must file the covered reports through the OST platform.
However, the SEC Main Office, all SEC Extension Offices (EOs), and Satellite Offices may accept reports over the counter provided that filers present the Notice from OST that problems have been encountered during the process of enrollment and/or submission. In such event, all EOs shall follow the existing procedures in the filing of reports over the counter, including transmittal to the Head Office after encoding.
9. Are there reports that can be submitted through e-mail?
Yes. These are:
a. Reports with wet signature and proper notarization other than AFS, GIS, SSF, GFFS, SFFS
like IHFS, PHFS, BDFS, LCFS, FCFS, LCIF, and FCIF, ANO and ANHAM, shall be filed in Portable Document Format (PDF) through e-mail at ictdsubmission@sec.gov.ph.
b. Reports that require payment of filing fees shall be filed and sent via e-mail with the SEC’s respective Operating Departments.
10. What are the deadlines for OST enrollment?
a. All stock corporations are required to enroll with the system starting March 15, 2021 to December 15, 2021.
b. Non-stock corporations are given the option of whether they will enroll and submit their reports through OST or proceed to the SEC Kiosk for assistance in the enrollment process or submit their reports over the counter.
By 2022, all corporations, whether stock or non-stock, shall be required to enroll and submit their reports through the OST.
11. What are the deadlines for filing the covered reports?
a. All corporations shall submit their GIS within thirty (30) calendar days after, counted from their date of Annual Meeting or Actual Meeting.
b. All stock corporations with fiscal year ending December 31, including branch offices, representative offices, regional headquarters and regional operating headquarters of foreign corporations, shall enroll and file their AFS through OST depending on the last numerical digit of their SEC registration or license number in accordance with the following schedule:
- June 1-30 : 1
- July 1-31 : 2
- August 1-31 : 3 & 4
- September 1-30 : 5 & 6
- October 1-31 : 7 & 8
- November 1-30 : 9 & 0
c. GFFS and SFFS must be filed within 30 days from the deadline of AFS submission.
12. Are there corporations with different filing periods?
Yes. The filing periods above shall not apply to:
a. Corporations whose fiscal year ends on a date other than December 31. These entities shall file their AFS within 120 calendar days from the end of their fiscal year.
b. Corporations whose securities are listed in the Philippine Stock Exchange (PSE) and those whose securities are registered but not listed in PSE, except those companies which filed SEC Form 17-EX, and those Public Companies covered under Sec. 17.2 of the SRC.
These entities shall continue to observe the due date of filing of their respective AFS (within 105 calendar days after the end of the fiscal year), as an attachment to their Annual Reports (SEC Form 17-A) .
c. Corporations whose AFS are being audited by the Commission on Audit (COA).
13. What is the date of receipt of a report filed through OST?
The reckoning date of receipt of reports is the date the report was initially submitted to the OST, if the filed report is compliant with the existing requirements.
A reverted or rejected report is considered not filed or not received.
14. Are there fees and charges?
For the initial implementation (3 months) of the OST and the Online Submission Portal, the SEC will not impose fees and charges for public access.
