Recent developments

The Philippine Securities and Exchange Commission (SEC) has recently issued SEC Memorandum Circular No. 9 Series of 2020 (SEC MC No. 9) to provide guidelines for the filing of General Information Sheet (GIS) during the Enhanced Community Quarantine (ECQ) period imposed due to the Coronavirus Disease 2019 (COVID-19) outbreak.

What the regulation says

Under Republic Act No. 11232 or the Revised Corporation Code, companies are required to submit a GIS to the SEC to report the names, nationalities, shareholdings, and residential addresses of elected directors, trustees, and officers, or report the non-holding of such an election, within 30 calendar days from the date of holding the annual stockholders'/members meeting (annual meeting), or the non-holding thereof, as the case may be.

To ease the burden on companies during the ECQ period, the SEC has adopted the following guidelines in SEC MC No. 9.

For companies that hold their annual meeting and elect their directors, trustees, and officers, between 1 March 2020 and 31 May 2020 (covered period), the GIS should be submitted within 30 calendar days from the date of holding the annual meeting. The GIS may be submitted through the following:

For companies that are unable to hold their annual meeting as scheduled in the by-laws during the covered period due to health and safety reasons in relation to the COVID-19 outbreak, and because the company does not have facilities for remote communication, the non-holding of such scheduled meeting should be reported to the SEC within 30 calendar days from the originally scheduled date.

The report on the non-holding of the annual meeting (Report), which should be signed by the corporate secretary, should contain the following information:

  • company name;
  • SEC Registration Number;
  • date of annual meeting as per By-Laws;
  • scheduled date of annual meeting;
  • reason for the non-holding of the annual meeting;
  • venue of the intended meeting; and
  • new date of the annual meeting (the date provided should be within 60 days from the originally scheduled date).

The Report may be submitted to the SEC through any of the methods mentioned above.

Companies that are unable to hold their annual meetings as originally scheduled for the covered period, due to health and safety reasons in relation to the COVID-19 outbreak, may submit their GIS to report the election of its directors, trustees, and officers, within 30 calendar days from the new date of the annual meeting.

SEC MC No. 9 also requires companies to submit a Report to the SEC in case of non-holding of an annual meeting on the date provided in the by-laws for reasons other than the COVID-19 outbreak. The Report must be filed with the SEC within 30 calendar days from the date of the meeting as provided in the by-laws.

If, upon the application of a stockholder, member, director, or trustee, the SEC verifies that the non-holding of an annual meeting is not due to causes related to the COVID-19 outbreak, the SEC shall issue an order for the issuance of a notice of annual meeting, stating the date and place of the annual meeting and election of directors, trustees, and officers, in accordance with the SEC's authority under the Revised Corporation Code.

Actions to consider

Notwithstanding the COVID-19 outbreak, companies must monitor compliance with the requirements of SEC MC No. 9. In summary:

  1. Companies whose annual meetings are scheduled during the covered period, and are unable to hold their annual meeting and elect their directors, trustees, and officers, due to the COVID-19 outbreak, should file the Report with the SEC within 30 days.

  2. Companies that hold their annual meeting and elect their directors, trustees, and officers, during the covered period should file their GIS with the SEC within 30 calendar days from the date of holding their annual meeting.
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