The Philippine Securities and Exchange Commission (SEC) has issued SEC Memorandum Circular No. 5 Series of 2020 (SEC MC No. 5), which extends the period for submission of Annual Reports (on SEC Form 17-A, which is applicable to publicly-listed companies) and Annual Financial Statements (AFS) of Philippine companies.
SEC MC No. 5 is intended to address the challenges in the preparation and filing of the Annual Reports and AFS of Philippine companies affected by the enhanced community quarantine, travel restrictions, and other measures imposed within Luzon, including Metro Manila, in response to the Coronavirus Disease 2019 (COVID-19) outbreak.
What the regulation says
SEC MC No. 5 grants the following affected companies an extension of time to submit their Annual Report (SEC Form 17-A) and AFS for the period ended 31 December 2019: •For companies with domestic operations only - an extension until 30 June 2020: and
- For companies with domestic and foreign operations - an extension until 30 June 2020 or 60 days from the date of lifting of the travel restrictions by the concerned government authority, whichever comes later. Publicly listed companies whose preparation of Annual Reports and AFS and completion of statutory audits are affected by COVID-19 must submit a written request to the SEC for an extension of time to file its Annual Report (SEC Form 17-A) or AFS, not later than five days before the filing deadline. This written request should include an indicative date for the holding of its annual stockholders' meeting (or if the meeting has already been held, the date the meeting was held), and should be accompanied by the following attachments: •a sworn certification signed by the company's president and treasurer, confirming that its financial year ended 31 December 2019, that it has significant business operations or subsidiaries in areas/countries affected by COVID-19, and that the preparation of financial statements and timely completion of its statutory audit has been affected by the measures imposed by government authorities or by the corporation in response to the COVID-19 outbreak; and
- a sworn certification by its external auditor, confirming the company's operation in areas/countries affected by COVID-19, and the negative impact of the COVID-19 measures on the timely audit of the company's financial statements.
Pursuant to SEC Memorandum No. 7 Series of 2020 (SEC MC No. 7), the request for extension may be accomplished through the following:
- SEC Express Nationwide Submission (SENS) - companies may submit the request for extension by logging on to www.secexpress.ph/sens, accomplishing, printing and signing the SENS form, checklist and undertaking, and sending the relevant documents to the SEC via courier; or
- the Philippine Postal Corp. or by ordinary mail - companies may submit the request for extension by registered mail through the Philippine Postal Corp.. If registry services are unavailable, reports and other documents may be filed, together with an Affidavit of Service, through ordinary mail or private courier. However, this option is impacted by the suspension of operations of the Philippine Postal Corp. until 12 April 2020. Non-publicly listed companies are required to submit the sworn certifications by the company's president and treasurer, and external auditor as discussed above, when they file their AFS.
Publicly listed companies
Publicly-listed companies whose requests for extension to file Annual Reports have been granted will also receive an extension for the filing of its Quarterly Reports (SEC Form 17-Q) for each quarter of year 2020.
SEC MC No. 5 also reminds publicly listed companies to observe its disclosure obligations under the SRC and the Philippine Stock Exchange Consolidated Listing and Disclosure Rules. This means that all material information, whether price-sensitive or trade sensitive, must be disclosed to the public on a timely basis. Further, where the company's operations are materially affected by the COVID-19 outbreak, disclosure on the outbreak's financial impact or any other material aspects should be made immediately.
Actions to consider
Companies whose preparation of AFS and completion of statutory audits are affected by COVID-19 may wish to avail of the extension of time to submit their Annual Report and AFS, as provided under SEC MC No. 5. If so, they should submit the documents required under SEC MC No. 5, within the timeline prescribed.