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SECURITIES AND EXCHANGE COMMISSION (SEC)

Reportorial requirements for Domestic/Non-stock Corporations

 Certificate of Incorporation – documents needed to submit at the back of the cert


 Financial Statements (FS) – audited/non-audited
 When to file FS? Within 120 calendar days from year-end as per By-laws.
 If year-end is December 31 – refer to memo issued by SEC every year
(based on last digit of SEC number)
 1-2 – April 22 to 26
 3-4 – April 29 to May 3
 5-6 – May 6 to 10
 7-8 – May 20 to 24
 9-0 – May 27 to 31
 Late filings shall be accepted starting June 3, 2019 onwards and shall be
subject to prescribed penalties.
 Prior to April 22, 2019, all corporations may file regardless of the last
digit of SEC number.
 NO RENEWAL FEE
 FS must be audited by BOA registered CPA
 Non-Stock – if TOTAL ASSEST is less than P500K or ANNUAL
GROSS RECEIPT is less than P100K.
 Stock Corporations – if paid up capital is less than P50K.
 Audited FS – responsibilities of the management
 Secure list of assets
 Below 3M – micro-entities
 For Foundations – use SEC format (SEC memo cir. #8 of 2006
 For Audited Non-Stock – comply with Memo cir. #4 of 2013
 If NO operation for the year, complete set of Audited FS if 500K above
assets.
 COMPONENTS OF AUDITED FS
 FORM AND CONTENTS
 Cover Sheet – Company name, SEC Reg no., Complete
Bus. Mailing Add, Fiscal Year (month and day)
 SOMR (Statement of Management’s Responsibilities)
– manually signed
 The Enhanced Auditor’s Report – follow the order of
Auditor’s Report (Check photo)
 The Comparative Statements – Balance
Sheet/Statement, Income Statement, Statement of Cash
Flows, Statements of Property and Equipment Notes to
FS
 CAPITAL DEFICIENCY
 Significantly affect the Notes to the FS
 Emphasis in the audit report
 DEPOSIT FOR FUTURE SUBSCRIPTION (For Stock Corp)
 For FOUNDATIONS
 Memo #8 of 2006 sections 4-6 (download)
 SEC Memo cir. No. 15 of 2014
 Memo cir. #15 of 2016 – Submission of Sworn
Statement and COEP (Sept. 2016)
- If the accumulated donations are not P500K or
above from private entities/individuals, just
submit the given certificate. If the donations are
from the government regardless of the amount,
foundations should submit the sworn statement
(downloadable).
 SWORN STATEMENT for Non-stock
and non-Foundation
 Schedule of receipts, sched of
contributions and donations that
is prepared in accordance with
the prescribed form (download)
 Sched of Disbursements
 UNAUDITED FS FOR NON-STOCK
 Cover Sheet, Auditor’s Report and Balance
Statement – stamp received with BIR
 At least 1 set all original
 A4, black ink
 Onion skin and carbon copies not allowed
 Only one face of papers shall be used
 Do not attach ITRs
 ADD 5 sets – number of copies
 Provide the Policy and guideline no. 1 of RMO 6-2010
(Amendatory Provisions – for BIR) – dilemma for Non-
Stock

 General Information Sheet (GIS) / GFFS Electronic Filing


 FOR STOCK CORPORATIONS – P5M or above
 When to file GIS? Within 30 calendar days from annual meeting as stated
in the By-Laws or actual date of meeting
 Corp is mandated to conduct annual meeting
 Reminders:
 Fill up GIS form properly
 Under oath by the Corporate Secretary (COS)
 Refer to AI for the ff info:
 Corporate Name
 Principal Office Address
 Primary Purpose
 Number of BOD/BOT
 Authorized Capital Stock
 Refer to By-Laws for the ff info:
 Year end
 Annual members
 Officers of the Corp
 Refer to the Cert. of Registration
 Date Registered, SEC Reg. No.
 Requirements for Filing GIS
 Certificate - Certified and Sworn by the COS
 Within 30 days (Filing Period)
 Memo Cir. #6 of 2004 – for Stock or Non-stock with no specific address –
Amendment of the Principal Office Address (download)
 Incorporator – Founders (for GIS)
 Reflect in the GIS the officers or directors stated in the By-Laws
 Memo circ. #1 of 2013 – required TIN in GIS
 SUBMISSION OF DISCLOSURES (Memo 15 and 16 of 2018) – deadline
May 23, 2019
 PENALTY – Memo circ. #8 of 2006

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