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CORPORATE HOUSEKEEPING
UP College of Law 26TH Paralegal Training Program
CORPORATE LIFE

INCORPORATION

DOING BUSINESS/ MAINTENANCE OF

CORPORATION

DISSOLUTION
MAINTENANCE OF THE CORPORATION

REPORTORIAL RECORD-KEEPING
REQUIREMENTS
REPORTS APPLICABLE TO ALL CORPORATIONS

GENERAL INFORMATION AUDITED FINANCIAL

SHEET (GIS) STATEMENTS (AFS)
E-FAST (Electronic Filing and Submission Tool)
formerly OST (Online Submission Tool)
• On March 9, 2021, SEC issued Memorandum
Circular (M.C.) No. 3, series of 2021, to
operationalize the mandate of the Revised
Corporation Code for the Commission to develop
and implement an electronic filing and
monitoring system for registrations,
applications and reports to SEC.
• Covered reports are the following:
▪ Audited Financial Statements (AFS)
▪ General Information Sheet (GIS)
▪ Sworn Statement for Foundation (SSF)*
▪ One Person Officer – Appointment of Officers (OPC-
AO)*
▪ Affidavit of Non-Operation (filed with GIS/AFS)
▪ Other Financial Statements (BDFS, PHFS, IHFS,
FCIF, LCIF, LCFS, FCFS, SFFS, GFFS)
AUDITED FINANCIAL STATEMENTS (AFS)
Revised Corporation Code:
If the total assets or total liabilities of the corporation are less than
600,000 Pesos or such other amounts as may be determined
appropriate by the Department of Finance, the financial statements
may be certified under oath by the treasurer and president.

Old Corporation Code:

If the paid-up capital of the corporation is less than 50,000 Pesos, the
financial statements may be certified under oath by the treasurer or
any responsible officer of the Corporation.
AUDITED FINANCIAL STATEMENTS (AFS)
The AFS shall include the basic components prescribed under the Revised SRC Rule 68.
Failure to comply with any of the formal requirements under said Rule, including the
prescribed qualifications for independent auditors and/or any material deficiency or
misstatement (that may be found upon evaluation), shall be considered sufficient ground for
imposition of penalties. The acceptance and receipt of the SEC of the AFS shall be without
prejudice to imposition of such penalties.

The following are required to submit an annual audited financial statements:

- Stock corporations with total assets or total liabilities of 600 thousand pesos or more;
- Non-stock corporations with total assets or total liabilities of 600 thousand pesos or more;
- Branch offices/representative offices of stock foreign corporations with assigned capital in
the equivalent of 1 million pesos or more.
- Branch offices/representative offices of non-stock foreign corporations with total assets in
the equivalent of 1 million pesos or more.
- Regional operating headquarters of foreign corporations with total revenues in the
equivalent amount of 1 million pesos or more.

* Corporations which do not meet the thresholds above may submit their AFS accompanied by a duly notarized Treasurer’s
Certification only (i.e. need not be audited).
 AUDITED FINANCIAL STATEMENTS (AFS)
Usually, SEC issues an MC at the beginning of the year (or the end of the previous year) to prescribe deadlines for
AFS filing for the current year
SEC MEMORANDUM CIRCULAR NO. 9 series of 2022 (as amended by MC No. 1, series of 2023)
• The submission of Audited Financial Statements (AFS) to SEC shall be done online using
the SEC’s electronic Filing and Submission Tool (e-FAST).
• Deadline for filing AFS for all corporations depend on the last numerical digit of the
corporation’s SEC Registration Number in accordance with the following schedule (file on or before
due date):
• 1 and 2: May 29-June 2
• 3 and 4: June 5-9
• 5 and 6: June 13-16
• 7 and 8: June 19-23
• 9 and 0: June 26-30
*The above schedule shall not apply to publicly-listed companies, public companies and issuer of registered securities (due with
Annual Report by April 15); and those on fiscal rather than calendar years (due date is 120 days from end of fiscal year).
*The AFS, other than the consolidated AFS, should be stamped received by the BIR (or with proof of filing with BIR) before
submission to SEC.
 GENERAL INFORMATION SHEET (GIS)
Section 25, Revised Corporation Code:
Report of election of directors, trustees and officers, non-holding of election and cessation
from office. – Within thirty (30) days after the election of directors, trustees and other officers
of the corporation, the secretary or any other officer of the corporation shall submit to the
Commission the names, nationalities, shareholdings, and residence address of the directors,
trustees and officers elected.
xxx
Should a director, trustee, or officer die, resign or in any manner cease to hold office, the
secretary, or the director, trustee, or officer of the corporation, shall within seven (7) days
from knowledge thereof, report in writing such fact to the Commission.
GENERAL INFORMATION SHEET (GIS)
• GENERAL INFORMATION SHEET
-within thirty (30) days from the date of annual stockholders’ meeting
(for stock corporations) or annual members’ meeting (for non-stock
corporations)
(Note: for foreign corporations, within 30 days from the anniversary
date of the issuance of their respective SEC licenses.)

• AMENDED GENERAL INFORMATION SHEET

within seven (7) days from change (cessation of office of directors,
trustees or officers)
GENERAL INFORMATION SHEET (GIS)
• SEC M.C. No. 15, series of 2019
Note the introduction of the requirement of beneficial ownership declaration in the GIS, as required by this MC.
This has been incorporated in the GIS form and it is incumbent on the corporation to exercise due diligence in
ensuring compliance with the requirement to disclose any beneficial owner/s covered by the rule (G.R. owning
or controlling at least 25% of the outstanding capital stock)

• SEC M.C. No. 28, series of 2020

Introduced further changes to the GIS form, to include the designated contact information (primary and
alternate e-mail addresses and mobile numbers)

• SEC M.C. No. 10, series of 2022

Amendment to SEC MC No. 15 series of 2019 (amendment to GIS form to require beneficial ownership
information) and increasing the penalties and imposing additional non-financial penalties and providing
further guidelines.
Note: For changes in the submitted beneficial ownership information, an updated GIS shall be submitted to
the SEC within 30 calendar days after such change occurred or became effective.
SUBMISSION OF REPORTORIAL REQUIREMENTS
Previous Rules Current Rules
FILING OF AFS AND GIS FILING OF AFS AND GIS
(methods) • May only be done via eFAST. Other reports not covered by e-FAST
• Personal submission to filing may be submitted by sending through email at
SEC, satellite office or ictdsubmission@sec.gov.ph.
extension office • Submission of reports over-the-counter (in hardcopies) and/or through
• Drop-off to courier and mail/courier via SENS shall no longer be accepted. OST/e-FAST
enrollment started March 15, 2021.
submit to SEC via SEC
Express Nationwide • The SEC shall accept all reports filed through e-FAST regardless of
Submission (SENS) form and content. Reports will, however, be reverted for poor image
quality, horizontal image orientation, wrong company profile, and
wrong period covered.
• The reckoning date for receipt of reports is the date of initial submission
through e-FAST, if the report is compliant with the requirements. A
report which is reverted is considered not filed and/or not received.
[Note: Hard copies may be required later so it’s prudent to keep hard copies/original set/s.]
COMMON REPORTORIAL REQUIREMENTS
(issuers of securities; holders of secondary licenses)
REPORT DUE DATE
GENERAL INFORMATION SHEET Within 30 days from the actual date of the annual
stockholders’ or members’ meeting. If no meeting was held
on that calendar year, on or before 30th of January of the
following year.
ANNUAL FINANCIAL STATEMENTS Within 120 days from the end of the fiscal year (usual
(stamped “received” by the BIR) deadline) *see MC No. 10 series of 2022 for filing deadline in 2023
COMMON REPORTORIAL REQUIREMENTS
(issuers of securities; holders of secondary licenses)
REPORT
INTEGRATED ANNUAL CORPORATE
GOVERNANCE REPORT (For Publicly-Listed
Companies)
ANNUAL CORPORATE GOVERNANCE
REPORT (For Public Companies and Registered
Issuers) see MC No. 13 series of 2021
Certificate of Independent Directors
SEC FORM 17-C (Current Report)
DUE DATE
On or before May 30 for every year that the Company
remains listed in the PSE
On or before June 30 of the following year for every
year the Company qualifies as a public company or a
registered issuer.
Together with the Information Statement (before
election) **
For Publicly-Listed Companies: within 10 minutes after
occurrence and prior to its release through news and
media
For Public Companies and Registered Issuers: within 5
calendar days from date of event reported
COMMON REPORTORIAL REQUIREMENTS
(issuers of securities; holders of secondary licenses)
REPORT
SEC FORM 17-Q (Quarterly Report)
SEC FORM 17-A (Annual Report)
SEC FORM 17-L (Request for extension to
file 17-A or 17-Q)
DUE DATE
Within 45 calendar days from the end of each
quarter (except 4th quarter)
Within 105 calendar days from the end of the
fiscal year
On or before the required due date of filing
the Annual or Quarterly Report to request
extension for filing the Quarterly (for another
5 calendar days) or Annual Report (for
another 15 calendar days)
COMMON REPORTORIAL REQUIREMENTS
(issuers of securities; holders of secondary licenses)
REPORT DUE DATE
SEC FORM 20-IS (Preliminary At least 10 business days prior to the date
Information Statement) the Definitive copies shall be sent/given.

SEC FORM 20-IS (Definitive Information At least 15 business days prior to the
Statement) meeting date.
PREPARATION OF REPORTS
• For OST/e-FAST submissions, please see SEC M.C. No. 3, series of 2021 for
required uploading instructions/format:
▪ GIS: in multi-page PDF with text layer of accomplished but unsigned form, AND
multi-page PDF scan of signed and notarized document
▪ AFS (for different types of companies): PDF (see M.C. for required
resolution/quality)
▪ Sworn Statement for Foundations (SFS): PDF
▪ General Form for Financial Statements (GFFS): Excel
▪ Special Form for Financial Statements (SFFS): Excel
▪ One Person Corporation Appointment of Officers (OPC AO): PDF of signed and
notarized form; PDF of form converted from Excel

It is always advisable to monitor the SEC website (or even their Facebook
page) for announcements on deadline extensions, modes of filing allowed,
schedule of office (whether there are temporary closures or suspensions in
certain extension offices, etc.).
PREPARATION OF REPORTS
• Double-check who are required signatories for certain reports/submissions. Your report/submission
can be rejected for not being signed by the proper signatories. Common examples:
▪ GIS: Corporate Secretary or Assistant Corporate Secretary
▪ Statement of Management Responsibility (in AFS, both for consolidated and separate AFS): Chairman,
CEO (or President) and CFO (or Treasurer)
▪ Information Statement (20-IS): any officer (usually Chairman, President or Corporate Secretary)
▪ Notice of Meeting in Information Statement: Corporate Secretary or Assistant Corporate Secretary
▪ Annual Report (17-A): CEO, COO, CFO, Comptroller, Principal Accounting Officer, Corporate
Secretary
▪ Integrated Annual Corporate Governance Report (IACGR): Chairman, CEO, all Independent Directors,
Compliance Officer and Corporate Secretary

*Even if your report was accepted by the SEC, the SEC is not precluded from imposing penalties on
the Company for submitting a deficient report (i.e. not having the correct signatories for the SMR in the
AFS constitutes a material deficiency of the AFS, warranting the imposition of penalties.).

*For e-FAST submission: Note that the report may be reverted/returned for not complying with the
prescribed format or to indicate the prescribed content. If your submission has been accepted, the
authorized filer will be given the QR Code (with indicated date and time of filing) to indicate
successful submission of the report to the e-FAST.
REPORTORIAL REQUIREMENTS
NON-SUBMISSION OF REPORTORIAL REQUIREMENTS
Section 177 of Revised Corporation Code:
The Commission may place the corporation under delinquent status in case of failure to submit the
reportorial requirements three times, consecutively or intermittently, within a period of five (5) years. The
Commission shall give reasonable notice to and coordinate with the appropriate regulatory agency prior to
placing on delinquent status companies under their special regulatory jurisdiction.
See also: 2013 SEC Schedule of Fines and Penalties (penalties for late and non-submission)

INACCURATE REPORTS
Section 162 of Revised Corporation Code:
Any person who willfully certifies a report required under this Code, knowing that the same contains
incomplete, inaccurate, false or misleading information or statements, shall be punished with a fine ranging
from 20,000 Pesos to 200,000 Pesos. When the wrongful certification is injurious or detrimental to the
public, the auditor or responsible person may also be punished with a fine ranging from 40,000 Pesos to
400,000 Pesos.
RECORD KEEPING
RECORDS REQUIRED TO BE KEPT BY THE CORPORATION
Section 73 of the Revised Corporation Code:
Every corporation shall keep and carefully preserve at its principal office all information relating to the
corporation, including, but not limited to:
• The Articles of Incorporation and By-Laws of the Corporation, and all their amendments;
• The current ownership structure and voting rights of the corporation, including list of stockholders or
members, group structures, intra-group relations, ownership data, and beneficial ownership;
• The names and addresses of all the members of the board of directors or trustees and the executive officers;
• A record of all business transactions;
• A record of the resolutions of the board of directors or trustees and of the stockholders or members;
• Copies of the latest reportorial requirements submitted to the Commission;
• The minutes of all meetings of stockholders or members and of the board of directors or trustees.
 MAINTAINING STOCK TRANSFER BOOK
Stock Transfer Book
- Record of all issuances and transfers of shares of stock of the Corporation.
- SEC M.C. No. 1, series of 2021: any alienation, sale or transfer of shares, the date thereof, by whom and to whom
made shall be disclosed and recorded in the Stock Transfer Book of the corporation within 30 days from such
alienation, sale or transfer. No transfer shall be effective unless the name of transferee is properly indicated and said
transferee is properly identified.
Duty of Corporate Secretary (Note: a Secretary must be a Philippine citizen and resident, Sec. 24 RCCP)
- Maintain accurate records of list of stockholders and shares owned by each stockholder
- Make sure taxes are paid thereon before recording the same in the stock transfer book (DST and CGT)
M.C. No. 1, series of 2021:
Nominee directors/trustees/shareholders shall disclose to the corporation in which they act as such nominee shareholders or directors/trustees the following information: full name, country of
residence, nationality, and TIN/passport of nominators/principals. If nominator/principal is a corporation, the information disclosed should include corporate name, country of registration, name of
incorporators, directors, beneficial owners, TIN, etc. These information on beneficial owners are required to be part of corporate records.
All corporations shall keep accurate and timely (within 3 days from time information is reasonably expected to be available to the corporation) information relating to its beneficial owner/s (address,
date of birth, nationality, TIN, percentage ownership, etc.) to be identified as required in M.C. No. 15, series of 2019.

Revenue Regulation No. 06-2008 (Section 11)

No sale, exchange, transfer or similar transaction intended to convey ownership of, or title to any share of stock shall be
registered in the books of the corporation unless the receipts of payment of the tax imposed is filed and recorded by the
secretary of the corporation. Any secretary of the corporation who caused the registration of transfer of ownership or
title on any share of stock in violation of the aforementioned requirements shall be punished in accordance with the
provisions of Title X of the Tax Code.
REQUIRED CONTENTS OF MINUTES OF MEETINGS
Section 73 of the Revised Corporation Code:
The minutes of meetings shall set forth in detail, among others:
• The time and place of the meeting held;
• How it was authorized;
• The notice given;
• The agenda therefor;
• Whether the meeting was regular or special (including its object if special);
• Those present and absent;
• Every act done or ordered done at the meeting.
Upon demand of the director/ stockholder/trustee/member, the following must also be noted in the minutes:
• Time entered/time left (for any director/trustee/stockholder/member)
• Yeas and nays on any proposition or motion (vote)
• Protest of any director/trustee/stockholder/member on any action or proposed action
REQUIRED CONTENTS OF MINUTES OF
REGULAR MEETINGS OF STOCKHOLDERS
Section 49 of the Revised Corporation Code:
The minutes of the regular meeting of stockholders shall include, among others:
• A description of the voting and vote tabulation procedures used in the previous meeting;
• A description of the opportunity given to stockholders or members to ask questions and a record
of the questions asked and answers given;
• The matters discussed and the resolutions reached;
• A record of the voting results for each agenda item;
• A list of the directors or trustees, officers and stockholders or members who attended the
meeting; and
• Such other items that the Commission may require in the interest of good corporate governance
and the protection of minority stockholders.
RECORD KEEPING
PENALTIES
Section 161 of Revised Corporation Code:
Violation of the duty to maintain records and allow inspection and reproduction is punishable
under Section 161 of the Revised Corporation Code, with fines ranging from 10,000 Pesos to
400,000 Pesos.

Please see penalties under SEC MC No. 15, series of 2019, on declaration of beneficial ownership information in
the GIS: 5,000 Pesos (first violation) to 50,000 Pesos.
SEC MC No. 1, series of 2021, on beneficial ownership transparency declaration, on the other hand, provides for
higher penalties ranging from fine of 5,000 Pesos to 2,000,000 Pesos to suspension or revocation of certificate of
incorporation.
SEC MC. No. 10, series of 2022, prescribing higher penalties for violations of SEC MC No. 15, series of 2019 on
declaration of beneficial ownership information in the GIS.
 FOR UPDATES
• Make sure to always check SEC websites for new regulations and announcements.
• Follow the Securities and Exchange Commission’s Facebook page. Announcements
(on seminars to be held, closure of certain satellite offices, etc.) are usually posted
on SEC’s social media pages.
• You may also like/subscribe the Securities and Exchange Commission’s Youtube
channel. Among their helpful/instructional videos are the following:
• https://www.youtube.com/watch?v=APZ3-rOkztU (introducing SEC E-FAST system)
• https://www.youtube.com/watch?v=n-JdSuoabnE (how to enroll in SEC E-FAST)
• https://www.youtube.com/watch?v=004g-1cVSoU (how to file Annual Reports in SEC E-
FAST)
• https://www.youtube.com/watch?v=XNIeu5xqqKA (how to comply with SEC MC No. 28,
series of 2020)
• https://www.youtube.com/watch?v=bnJj5R1DBPM (how to register a corporation in SEC E-
SPARC, Regular Processing)
• https://www.youtube.com/watch?v=DE5zln86NbY (how to register a corporation in SEC E-
SPARC , One Day Submission)
• https://www.youtube.com/watch?v=kkARK0tjx7c (how to submit beneficial ownership
information)
THANK YOU.