THE Securities and Exchange Commission (SEC) is relaxing the requirements for companies seeking more time to file their annual reports and/or audited financial statements for 2019, following the imposition of an enhanced community quarantine over the entire Luzon.
“In a meeting through remote communication on March 18, the Commission En Banc resolved to dispense with the sworn certifications required of both publicly listed and non-publicly listed companies to avail of the extension,” the SEC said.
“The Commission En Banc further resolved to grant the extension in the filing of Annual Reports and/or Audited Financial Statements to companies with fiscal years ending 30 November 2019,” it added.
The SEC said affected corporations with domestic operations only may file until June 30 their annual reports (SEC Form 17-A) and/or annual financial statements.
For affected companies with domestic and foreign operations, the filing period is extended until June 30, or 60 days from the date of lifting of travel restrictions by concerned government authorities, whichever comes later.
Under SEC Memorandum Circular No. 5, Series of 2020, the SEC previously required that a requesting company submit sworn certifications signed by its president and treasurer, and by its external auditor.
The company was required to confirm that its financial year ended December 31, 2019, it has significant business operations or significant subsidiaries in areas/countries/ territories affected by COVID-19, and the preparation of financial statements and timely completion of the statutory audit of its financial statements has been affected by the travel restrictions, temporary suspension of business operations or other measures imposed to contain COVID-19.
The external auditor, meanwhile, was required to submit a sworn certification to confirm the company’s operations in areas/countries/territories affected by COVID-19, as well as the impact of the outbreak on the auditing of its financial statements.
The SEC at the same time said it has allowed public companies, issuers of registered securities and investment companies to submit their reports through email while the enhanced community quarantine imposed over Luzon remains in force.
The SEC said its Corporate Governance and Finance Department (CGFD) will allow investment companies, issuers of proprietary and non-proprietary shares to submit their reports to cgfd@sec.gov.ph until further notice.
The alternative filing procedure shall apply to current reports (SEC Form 17-C), beneficial ownership reports (SEC Forms 18-A, 18-AS, 23-A or 23-B), information statements (SEC Forms 20-IS or 20-ISA), monthly sales and redemption reports and other documents.
In submitting the reports, covered companies shall indicate their full corporate names and the document type in the subject line, using the following format: “COMPLETE NAME OF THE COMPANY_SUBJECT REPORT.“
The report must be accompanied by a certification by the person who prepared it on behalf of the company that the information contained therein is true and correct, the SEC said.
“All covered companies shall submit to the CGFD hard copies of their reports and/or documents, with proper notarization, within 10 calendar days from the lifting of the quarantine order. They must also issue a certification that the hard and digital copies of the report are one and the same,” it added.
Issuers of registered securities other than publicly-listed companies will have to submit their structured and current reports, and direct communications to msrd_covid19@sec.gov.ph of the SEC Markets and Securities Regulation Department (MSRD).
Publicly-listed companies, on the other hand, are considered to have filed with the SEC if they filed their report with the Philippine Stock Exchange’s PSE Electronic Disclosure Generation Technology (EDGE).
“The SEC, however, reserves the right to require publicly listed companies to submit copies of their reports at a later time. The Commission shall also arrange for the Philippine Stock Exchange to furnish it with the reports filed through the PSE EDGE,” it said.
