All companies registered with the Securities and Exchange Commission (SEC) are bound by law to comply with a set of reportorial requirements.
This blog post<link to Month 26, Blog 3 – Reportorial Requirements> details the requirements applicable to corporations with primary licenses, corporations with secondary licenses, and other corporate entities required by the SEC to comply on a regular or special basis.
The table below details the fines that apply to domestic stock corporations with primary license that fail to comply:
|
Document |
Conditions | Violation |
Penalties
(Amounts in Php) |
| General Information Sheet |
· Four (4) copies required · Due within 30 days from date of the annual stockholders’ or members meeting |
Late filing | First
offense:
Based on the “Total Assets” indicated in the latest Financial statements: · Up to Php 100,000: 500 · 100,001 to 500,000: 1,500 · 500,001 to 5,000,000: 2,500 · 5,000,001 to 10,000,000: 3,500 · Above 10,000,000: 5,000
|
| Second
offense:
Total fine, plus 10% of the total fines computed |
|||
| Third
offense:
Total fine, plus 15% of the total fines computed |
|||
| Non-filing | First
offense:
Based on the “Total Assets” indicated in the latest Financial statements: · Up to Php 100,000: 1,000 · 100,001 to 500,000: 3,000 · 500,001 to 5,000,000: 5,000 · 5,000,001 to 10,000,000: 7,000 · Above 10,000,000: 10,000
|
||
| Second
offense:
Total fine, plus 10% of the total fines computed |
|||
| Third
offense:
Total fine, plus 15% of the total fines computed |
|||
| Audited Financial Statements | · Four (4) copies required
· Due within 120 calendar days after the end of the fiscal year, as indicated in the Financial Statements · Must be stamped “RECEIVED” by the BIR |
Late filing | (Same as above) |
| Non-filing | (Same as above) | ||
| Material deficiency | First
offense:
Based on the “Total Assets” indicated in the latest Financial statements: · Up to Php 100,000: 500 · 100,001 to 500,000: 1,000 · 500,001 to 5,000,000: 2,000 · 5,000,001 to 10,000,000: 3,000 · Above 10,000,000: 4,000
|
||
| Second
offense:
Based on the “Total Assets” indicated in the latest Financial statements: · Up to Php 100,000: 1,000 · 100,001 to 500,000: 2,000 · 500,001 to 5,000,000: 4,000 · 5,000,001 to 10,000,000: 6,000 · Above 10,000,000: 8,000 |
|||
| Third
offense:
Based on the “Total Assets” indicated in the latest Financial statements: · Up to Php 100,000: 2,000 · 100,001 to 500,000: 4,000 · 500,001 to 5,000,000: 8,000 · 5,000,001 to 10,000,000: 12,000 · Above 10,000,000: 16,000 |
|||
| Material misstatement or misrepresentation | An amount based on the above scale or 1/10 of 1% of the amount of misstatement, whichever is higher | ||
| An amount based on the above scale or 2/10 of 1% of the amount of misstatement, whichever is higher | |||
| An amount based on the above scale or 4/10 of 1% of the amount of misstatement, whichever is higher | |||
| Other non-compliance with the requirements of Securities Regulation Code (SRC) Rule 68 | First
offense:
Based on the “Total Assets” indicated in the latest Financial statements: · Up to Php 100,000: 200 · 100,001 to 500,000: 300 · 500,001 to 5,000,000: 500 · 5,000,001 to 10,000,000: 1,000 · Above 10,000,000: 2,000
|
||
| Second
offense:
Based on the “Total Assets” indicated in the latest Financial statements: · Up to Php 100,000: 400 · 100,001 to 500,000: 600 · 500,001 to 5,000,000: 1,000 · 5,000,001 to 10,000,000: 2,000 · Above 10,000,000: 4,000 |
|||
|
Third offense: Based on the “Total Assets” indicated in the latest Financial statements: · Up to Php 100,000: 800 · 100,001 to 500,000: 1,200 · 500,001 to 5,000,000: 2,000 · 5,000,001 to 10,000,000: 4,000 · Above 10,000,000: 8,000 |
For more details on the tiered penalties based on the company’s Total Assets, refer to this comprehensive Scale of Fines.
This official SEC reference material includes detailed breakdowns for other primary-licensed company types such as non-stock corporations, foreign corporations, and foundations, as well as registered corporations with secondary license.
Other requirements
The Corporation Code of the Philippines (Batas Pambansa Bilang 68) adds stipulations safeguarding the proper conduct of corporate activity in the Philippines. Based on this legislation, other violations that apply to domestic stock corporations include:
- Changing the corporate name without amending the Articles of Incorporation
- Changing the corporate purpose without amending the Articles of Incorporation
- Changing the principal office address without amending the Articles of Incorporation
- Increasing or decreasing the authorized capital stock without amending the Articles of Incorporation
- Electing the company president as its secretary and/or treasurer
- Electing a president who is not a Member of the Board or a stockholder
- Electing a secretary who is not a Filipino citizen or a resident of the Philippines
Also refer to the SEC’s consolidated Scale of Fines for the complete list of other requirements based on the Corporation Code.
Need help with your company’s reportorial requirements? Contact FilePino and gain a reliable partner for your legal obligations so you focus on running your business. Inquire here or call +1.806.553.6552 (USA) or +63.917.892.2337 (Philippines).
References:
https://elibrary.judiciary.gov.ph/thebookshelf/showdocs/10/46410
https://www.sec.gov.ph/microfinance-ngo-regulatory-council/forms-2/#gsc.tab=0
