The Securities and Exchange Commission ("SEC") issued Memorandum Circular No. 2, series of 2023, entitled "Grant of Amnesty for Non-Filing and Late Filing of General Information Sheet (GIS) and Annual Financial Statement (AFS) and Non-Compliance with MC No. 28, s. 2020" (SEC MC No. 02-2023 or the "Circular"). The Circular took effect on March 17, 2023. It provided the guidelines for availing the amnesty on fines and penalties to be assessed and collected by the SEC for the non-filing and late filing of the General Information Sheet ("GIS") and/or Audited Financial Statements ("AFS") for the latest and prior years, and the non[1]compliance with SEC Memorandum Circular No. 28, series of 2020 (Requirement for Corporations, Partnerships, Associations and Individuals to Create and/or Designate Email Account Address and Cellphone Number for Transactions with the Commission) ("MC28").
COVERED VIOLATIONS
An amnesty on the unassessed and/or uncollected fines and penalties by the SEC is granted to all corporations, including branch offices, representative offices, regional headquarters, and regional operating headquarters of foreign corporations and foundations, for the following violations:
a. Non-filing of GIS for the latest and prior years;
b. Late filing of GIS for the latest and prior years;
c. Non-filing of AFS, including fines for its attachments (i.e., Certificate of Existence of Program/Activity, Non[1]Stock, Non-Profit Organization Forms), for the latest and prior years;
d. Late filing of AFS, including fines for its attachments, for the latest and prior years; and
e. Non-compliance with MC28.
The Circular also covers associations, partnerships, and persons under the jurisdiction and supervision of SEC, that failed to comply with MC28.
EXCLUDED ENTITIES
The following entities are excluded from the coverage of the amnesty under the Circular:
a. Corporations whose securities are listed on the Philippine Stock Exchange ("PSE");
b. Corporations whose securities are registered but not listed on the PSE;
c. Corporations considered as public companies;
d. Corporations with intra-corporate dispute;
e. Corporations with disputed GIS; and
Other corporations covered by Sec. 17.2 of Republic Act No. 8799, or the "Securities Regulation Code."
AMNESTY RATES
For purposes of this Circular, non-compliant corporations include corporations which have neither complied with the prescribed submission of GIS and AFS, intermittently or consecutively, in the previous years, nor complied with MC No. 28, or both.
Non-Compliant Corporations
The amnesty rates below will apply, provided that, the applicant entity will (1) submit the latest reportorial requirement due at the time of application; and (2) comply with MC28 through the MC28 Submission Portal.
Download : SEC MC No. 02- 2023 Bulletin - March 2023
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