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