Pursuant to theSecurities Regulation Code and the Corporation Codeof the Philippines, as mandated, the Securities and Exchange Commission (SEC) has the authority to regulate the corporate sector within the Philippines, thus making it the government body responsible with handling documents relating to shares of stock.
One of the major requirements after filing for a Certificate Authorizing Registration(CAR) with the BIR is to file a general Information Sheet (GIS) with the SEC. By filing the GIS, the new stockholder that purchased the shares of stock not publicly traded will now be recorded in the books of the company. This also informs the SEC and the public of the change in ownership of the said shares of stock. The failure to update the GIS will render transfer of ownership of shares as incomplete.
What is a General Information Sheet (GIS)?
The filing of a General Information Sheet (GIS) is important because 1) it is required by the SEC, 2) it informs the SEC and the Public of the newly elected members of the board and officers, and 3) it allows the company to update information about capital changes and changes in stock ownership. This also includes the full disclosure of substantial information, such as the full name, full address and nationality of the board of directors, officers, and stockholders.
The bank also uses the information found in the GIS and the same is used for the bank’s KYC or Know Your Customer to avoid money laundering.
Significance of the Filing of the GIS
The filing of a General Information Sheet (GIS) is important because 1) it is required by the SEC, 2) it informs the SEC and the Public of the newly elected members of the board and officers, and 3) it allows the company to update information about capital changes and changes in stock ownership. This also includes the full disclosure of substantial information, such as the full name, full address and nationality of the board of directors, officers, and stockholders.
The bank also uses the information found in the GIS and the same is used for the bank’s KYC or Know Your Customer to avoid money laundering.
How to File a General Information Sheet (GIS)
Pursuant toSection 177 of the Revised Corporation Code of the Philippines, every corporation, whether local or foreign, that is doing business in the Philippines, is obliged to submit and file for a General Information Sheet. Failure to submit the reportorial requirements asked from corporations three (3) times, either intermittently or consecutively, within a period of five (5) years, shall be placed under a “delinquent status.”
“ …SEC. 177. Reportorial Requirements of Corporations.– Except as otherwise provided in this Code or in the rules issued by the Commission, every corporation, domestic or foreign, doing business in the Philippines shall submit to the Commission:
(a) Annual financial statements audited by an independent certified public accountant: Provided, That if the total assets or total liabilities of the corporation are less than Six hundred thousand pesos (P600,000.00), the financial statements shall be certified under oath by the corporation’s treasurer or chief financial officer; and
(b) A general information sheet.
Corporations vested with public interest must also submit the following:
(1) A director or trustee compensation report; and
(2) A director or trustee appraisal or performance report and the standards or criteria used to assess each director or trustee.
The reportorial requirements shall be submitted annually and within such period as may be prescribed by the Commission.
The Commission may place the corporation under delinquent status in case of failure to submit the reportorial requirements three (3) 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 under delinquent status companies under their special regulatory jurisdiction. (Sec 177., RCC) … ”
Filing of these requirements may be done through the eFAST (you may view the eFAST Log-in site of the SEC by clicking this link) following the given schedule posted by the SEC. In order for you to submit the reportorial requirements, one must be duly enrolled in the eFAST System (you may view the eFAST Manual of the SEC by clicking this link) where the enrolled company must submit a digitally scanned and signed reports.
It is important to note that for the submission of the reportorial requirements, the Commission no longer accepts manually submitted requirements.
Deadline and Venue for filing of the GIS
The filing of the General Information Sheet (GIS) is done online.
Pursuant to SEC Memorandum Circular No. 2 Series of 2022, the latest deadline for filing of the GIS is within 30 calendar days from:
- For Non-Stock Corporations – the date of actual annual member’s meeting;
- For Foreign Corporations – the anniversary date of the issuance of the SEC License;
- For Stock Corporations – the date of the annual stockholder’s meeting.
Penalties Imposed for Late Filing of the GIS
LATE FILING | |
NON-STOCK CORPORATION | STOCK CORPORATION |
FIRST OFFENSE | FIRST OFFENSE |
Basing off on the “Total Assets” exhibited in the latest Financial Statements (PhP):
| Basing off on the “Total Assets” exhibited in the latest Financial Statements (PhP):
|
SECOND OFFENSE | SECOND OFFENSE |
Total fine,plus 10%of the total fines computed | Total fine,plus 10%of the total fines computed |
THIRD OFFENSE | THIRD OFFENSE |
Total fine,plus 15%of the total fines computed | Total fine,plus 15%of the total fines computed |
NON-FILING | |
FIRST OFFENSE | FIRST OFFENSE |
Basing off on the “Total Assets” exhibited in the latest Financial Statements (PhP):
| Basing off on the “Total Assets” exhibited in the latest Financial Statements (PhP):
|
SECOND OFFENSE | SECOND OFFENSE |
Total fine,plus 10%of the total fines computed | Total fine,plus 10%of the total fines computed |
THIRD OFFENSE | THIRD OFFENSE |
Total fine,plus 15%of the total fines computed | Total fine,plus 15%of the total fines computed |
Need further information and assistance in the SEC General Information Sheet? Talk to our team at FILEDOCSPHIL to know more about the requirements and process. Call us today at (+63) 917 149 2337 or send an email to info@filedocsphil.com for more information.
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