SEC Extends Amnesty Program Deadline for Non-Compliant Corporations to December 2023

Manila, Philippines – The Securities and Exchange Commission (SEC) has announced an extension to its amnesty program for non-compliant, suspended, or revoked corporations, allowing them to settle outstanding penalties at reduced rates until the end of 2023.

According to Philippines News Agency, the SEC released Memorandum Circular No. 20, Series of 2023, on November 3, which officially extends the amnesty application deadline to December 31, 2023. This measure aims to encourage corporations to comply with their reportorial obligations under the Republic Act No. 11232, known as the Revised Corporation Code (RCC).

The program targets corporations with penalties accrued due to the late submission or non-filing of their General Information Sheet (GIS), Annual Financial Statements (AFS), and failure to provide official contact details. Those eligible can apply for amnesty by submitting an Expression of Interest form through the SEC’s Electronic Filing and Submission Tool (eFAST).

The SEC will accept all necessary submissions until January 31, 2024, provided that the expression of interest is filed by the end of December 2023. Corporations are required to upload their due GIS and AFS on eFAST by the January 2024 deadline. Those with suspended or revoked status must also file petitions to lift suspensions or revocations along with the required documents within this timeframe.

Further documentation, such as certificates of incorporation, business permits, and BIR registration certificates, must be sent to the SEC Company Registration and Monitoring Department or to the nearest SEC Extension Office via email by January 31, 2024, for corporations under suspension or revocation.

The SEC warns that failure to provide the complete requirements by the given deadline will result in the forfeiture of the amnesty fee and the PHP3,060 petition fee initially collected from corporations with suspended or revoked status.

This extension follows the SEC’s identification of 22,403 ordinary corporations at risk of revocation for not submitting their GIS for five years from their incorporation date. Moreover, 298,335 corporations have been listed for failing to submit their GIS for three consecutive or intermittent periods within five years.

To prevent being labeled as delinquent or facing suspension or revocation of registration, these corporations are advised to utilize the amnesty program. Alongside this, SEC Memorandum Circular No. 19, Series of 2023, outlines the Guidelines on Declaration of Delinquent Status and Revocation of Certificate of Registration of Corporations.

Starting January 1, 2024, the SEC will enforce updated fines and penalties, with increases up to 1,900 percent for late or non-filing of required reports. Strict compliance with reportorial requirements will be expected, with monetary penalties and other sanctions to be imposed on erring corporations under the RCC.

For detailed instructions on the amnesty program, corporations can visit the SEC Amnesty Microsite at amnesty.sec.gov.ph.