Final chance to avail of SEC amnesty program extended to end of 2023

The Securities and Exchange Commission (SEC) is giving non-compliant and suspended or revoked corporations a last chance to avail of lower fines and penalties with the final extension of amnesty applications until the end of 2023.

The Commission on November 3 issued SEC Memorandum Circular No. 20, Series of 2023, which extends the deadline for corporations to file their amnesty application and settle the amnesty fees to December 31.

The amnesty program provides corporations, which have incurred penalties for the late and non-filing of their General Information Sheet (GIS), Annual Financial Statements (AFS), and official contact details, a reduction on penalties for non-compliance with their reportorial requirements, as provided under Republic Act No. 11232, or the Revised Corporation Code (RCC).

Corporations may avail of amnesty by accepting the web-based Expression of Interest form on their SEC Electronic Filing and Submission Tool (eFAST) accounts. Submission of all other requirements will be accepted until January 31, 2024, so long as the company has filed its expression of interest before December 31.

Non-compliant   corporations must also upload and submit their   latest   due   GIS   and   AFS on eFAST before January 31, 2024. Suspended and revoked corporations must submit their respective petitions to lift their suspension or revocation on eFAST, along with their latest GIS and AFS, within the same period.

For suspended and revoked corporations, additional requirements such as copies of their certificates of incorporation, latest mayor’s or business permits, and certificates of registration with the Bureau of Internal Revenue must be submitted to the SEC Company Registration and Monitoring Department or to the nearest SEC Extension Office initially through email by January 31, 2024.

Should an applicant fail to submit the complete set of requirements by January 31, 2024, the amnesty fee paid, as well as the P3,060 petition fee initially collected from suspended/revoked corporation, shall be forfeited in favor of the SEC.

Last month, the SEC released a list of 22,403 ordinary corporations that are in danger of having their certificates of incorporation revoked for their failure to submit their GIS within five years from the date of incorporation.

The Commission has also listed 298,335 ordinary corporations that have failed to submit their GIS for three times consecutively or intermittently within a five-year period.

Such corporations are advised to avail of the amnesty program to avoid getting tagged as delinquent or having their corporate registrations suspended or revoked.

The Commission subsequently released SEC Memorandum Circular No. 19, Series of 2023, providing the Guidelines on Declaration of Delinquent Status and Revocation of Certificate of Registration of Corporations under Sections 21 and 177 of the Revised Corporation Code.

The updated scale of fines and penalties for reportorial requirements will be implemented on January 1, 2024, where basic penalties for the late and non-filing of reports are set to increase by as high as 1,900%.

Going forward, the SEC will strictly enforce the submission of reportorial requirements by corporations, and impose the corresponding penalties in the form of monetary penalties, placement of the erring corporation under delinquency status, and suspension and revocation of a corporation’s certificate of incorporation, as provided under the RCC.

Corporations applying for amnesty may proceed to the SEC Amnesty Microsite at amnesty.sec.gov.ph for the step-by-step guidance on how to avail of the program.