SEC Unveils Updated Guidelines for Corporate Financial Reporting
The Securities and Exchange Commission (SEC) has officially issued Memorandum Circular 9‑2026, dated February 13, 2026, introducing revised regulations for the submission of annual financial statements (AFS) and the general information sheet (GIS). This move aims to streamline corporate compliance and enhance transparency in financial reporting across various entities.
Coverage and Deadlines for AFS Filing
All stock and nonstock corporations, including branch offices, representative offices, regional headquarters, and regional operating headquarters of foreign corporations, as well as entities under SEC extension offices, must adhere to specific filing timelines. Corporations with a fiscal year ending on December 31 are required to submit their AFS on or before May 29, 2026.
For corporations with fiscal years ending on dates other than December 31, the AFS must be filed within 120 calendar days from the end of their fiscal year. Additionally, entities regulated under Section 17.2 of the Securities Regulation Code (SRC), such as publicly listed companies, registered but non-listed issuers, public companies, and other SRC-regulated entities, must submit their AFS within 105 days after the fiscal year-end, attached to SEC Form 17A or the Annual Report.
Requirements for AFS Submission
The submission of AFS must include several key requirements. All AFS, except consolidated financial statements, must bear a "received" stamp from the Bureau of Internal Revenue (BIR). For filings made through the BIR's eAFS system, companies must provide the system-generated transaction reference number or a confirmation receipt that displays the company name, taxpayer identification number, taxable year, and submitted file names.
Furthermore, the AFS must contain all basic components as mandated under Revised Securities Regulation Code Rule 68. Certain entities are required to submit audited annual financial statements, including:
- Stock corporations with total assets or liabilities exceeding P3,000,000.
- Non‑stock corporations with total assets or liabilities exceeding P3,000,000.
- Branch or representative offices of stock foreign corporations with assigned capital of P1,000,000 or more.
- Branch or representative offices of non‑stock foreign corporations with total assets of P1,000,000 or more.
- Regional operating headquarters of foreign corporations with total revenues of P1,000,000 or more.
Corporations that do not meet these thresholds may file AFS without auditor certification, provided they include a Statement of Management’s Responsibility signed by appropriate corporate officers.
Coverage and Deadlines for GIS Filing
All corporations must submit their GIS through the Electronic Filing and Submission Tool (eFAST) within 30 calendar days from specific dates. For stock corporations, this deadline is based on the date of the actual annual stockholders' meeting. Non-stock corporations must file within 30 days from the date of the actual annual members' meeting, while foreign corporations should adhere to the anniversary date of their SEC licence issuance.
Mode of Submission for AFS and GIS
Submission of both AFS and GIS must be conducted exclusively via the SEC's eFAST platform. The SEC will no longer accept submissions through email, courier, or over-the-counter filing methods. The eFAST system operates 24 hours a day, but submissions made on Saturdays, Sundays, holidays, or during work suspensions will be considered filed on the next working day.
Penalties for Late Filing
Late filings of AFS and GIS will incur applicable penalties, which range from P5,000 to P45,000, depending on the amount of retained earnings or fund balance. In addition to this, a fixed penalty of P1,000 to P12,000 or a monthly penalty of P1,000 for each month of delay may be imposed. Corporations are advised to comply promptly to avoid these financial repercussions.
These updated guidelines are designed to ensure timely and accurate financial reporting, reinforcing the SEC's commitment to corporate governance and regulatory compliance. Source: P&A Grant Thornton Certified Public Accountants.
