SEC Philippines Calls on Businesses to Start 2024 through its Amnesty Program

12/12/2023

The Securities and Exchange Commission (SEC) is encouraging non-compliant and suspended or revoked corporations to start 2024 with a clean slate by availing of the amnesty before the year ends.

Corporations now have less than three weeks to avail of the SEC amnesty program until the final deadline on December 31, 2023, as provided under SEC Memorandum Circular No. 20, Series of 2023.

Launched in March 2023, the amnesty program seeks to improve compliance with reportorial requirements by allowing non-compliant and suspended or revoked corporations to pay a reduced penalty for the late and non-filing of their general information sheets (GIS), annual financial statement (AFS), and official contact details required under SEC Memorandum Circular No. 28, Series of 2020 (MC 28).

Availing of the amnesty entitles non-compliant corporations to pay a fixed amnesty rate of P5,000, regardless of the number of reports and number of years they failed to submit their reports. Meanwhile, suspended and revoked corporations shall pay only 50% of their total assessed fines, on top of a P3,060 petition fee.

In October, the SEC released a list of 22,403 ordinary corporations that are in danger of having their certificates of incorporation revoked for their failure to submit their GIS within five years from the date of incorporation.

A separate list covering 298,335 ordinary corporations that have failed to submit their GIS for three times consecutively or intermittently within five years has likewise been released.

Such corporations are encouraged to avail of the amnesty program to avoid getting their corporate registrations revoked or getting tagged as delinquent. Availing of the amnesty will also allow them to continue enjoying the benefits and privileges of being a registered business in the Philippines.

Corporations availing of the amnesty need only answer a web-based expression of interest form on their SEC Electronic Filing and Submission Tool (eFAST) accounts and pay the amnesty fee. Suspended and revoked corporations will also need to pay the petition fee.

After signifying their interest to avail of the amnesty, eligible corporations must submit their latest due GIS and AFS on eFAST. Meanwhile, suspended and revoked corporations must also submit their petitions to lift their suspension or revocation, together with their GIS and AFS. Submissions of these requirements are all set on January 31, 2024.

The SEC further requires suspended and revoked corporations to submit copies of their certificates of registration with the Bureau of Internal Revenue to the SEC Company Registration and Monitoring Department or the nearest SEC Extension Office through email by January 31, 2024.

Failure to avail of the amnesty will subject non-compliant and suspended or revoked corporations to a new scale of fines that will be implemented starting January 1, 2024.

Domestic stock corporations with retained earnings of less than P100,000 and domestic non-stock corporations with a fund balance or equity of less than P100,000 will incur a basic penalty of P5,000 for the first offense for the late filing of their GIS or AFS, which will increase to P9,000 when the corporations reach the fifth offense. The SEC will also impose an additional P1,000 for every month of continuing violation.

Meanwhile, for the non-filing of their GIS or AFS, they will incur a basic penalty of P10,000 for the first offense, up to P18,000 for the fifth offense, plus P1,000 for the following month of continued violation.

Moreover, the SEC will double the penalty for non-compliance with MC 28 from P10,000 to P20,000.

The SEC will strictly enforce the submission of reportorial requirements and impose the corresponding monetary penalties, placement of corporations under delinquency status, and suspension and revocation of a corporation's certificate of incorporation in accordance with Republic Act No. 11232, or the Revised Corporation Code (RCC), once the new scale of fines are implemented.

Corporations applying for amnesty may proceed to the SEC Amnesty Microsite at amnesty.sec.gov.ph for step-by-step guidance on how to avail of the program.