sec memorandum circular no. 3 series of 2021
TRANSCRIPT
SEC MEMORANDUM CIRCULAR NO. 3 SERIES OF 2021
TO ALL CORPORATION REGISTERED WITH SEC
ONLINE SUBMISSION OF ANNUAL REPORTS REPORTS ACCEPTED :
◦ Audited Financial Statement
◦ General Information Sheet
◦ Sworn Statement for Foundations
◦ General Form for Financial Statements
◦ Special Form for Financial Statements
◦ Affidavit of Non-Operation
◦ Affidavit of Non-Holding of Annual Meeting
For Other Reports not covered by Online Submission Tool (OST)
◦ Scanned copies of the printed or hardcopies of the Report with wetsignature and proper notarizationin PDF sent through e-mail
ONLINE SUBMISSION OF ANNUAL REPORTS
REQUIREMENTS
◦ FIRST PHASE :
Online enrollment shall be open for both
Corporations and Firms providing related
services to corporations
◦ Provided that there is a Board Resolutionauthorizing the Firms (authorized filers)
◦ SECOND PHASE :
Annual reports submission
◦ Board Resolution
◦ MC 28 Report and/or updated GIS
◦ Documents to be filed
( See Slide 13)
ENROLLMENT PROCEDURE
2 enrollments :
1. As a CORPORATION- Corporation to enroll itself in the system, and at the same time name its authorized filer.
2. By the AUTHORIZED FILER - Authorized filer will then have to enroll himself as the authorized filer of the company.
ENROLLMENT PROCEDURE(Authorized filer Registration)
Nominated Authorized Filer
will receive an e-mail if you are
nominated to be a company’s
authorized filer
ENROLLMENT PROCEDURE(Authorized filer Registration)
Fill up the filer registration form.
Click “Submit” button once
done
***Note: The email your company
declared for Authorized Filer section,
during registration should be the one
used as filer email. This serves as
validation that the filer is authorized by
the company.
ENROLLMENT PROCEDURE(Authorized filer Registration)
You will receive this alert
message if your enrollment is
successful.
A verification email will be sent to
activate your account request.
ENROLLMENT PROCEDURE(Authorized filer Registration)
You will receive a verification link
to validate your filer e-mail
account.
ENROLLMENT PROCEDURE(Authorized filer Registration)
Once validated, you will be
redirected to this alert message.
***Note: After validating your
email, this will go under review
of the Securities and Exchange
Commission. Once your
account is activated, you can
then login using your registeredcredentials
YOU CAN NOW USE THE OST
Enter your account credentials and click “Login” button.
ONLINE SUBMISSION OF ANNUAL REPORTS
REQUIREMENTS
◦ FIRST PHASE :
Online enrollment shall be open for both
Corporations and Firms providing related
services to corporations
◦ Provided that there is a Board Resolutionauthorizing the Firms (authorized filers)
◦ SECOND PHASE :
Annual reports submission
◦ Board Resolution
◦ MC 28 Report
◦ Documents to be filed
( See Slide 13)
PROCEDURE FOR ONLINE SUBMISSION TOOL
Download and fill up the following SEC approved templates & OST enrollment required documents.
FORMAT OF SUBMISSION
◦ Portable Document Format (PDF)◦ Annual Financial Statements ◦ Sworn Statement for Foundation ◦ Affidavit of Non-Operation◦ Affidavit of Non-Holding of Annual
Meeting
◦ Excel◦ General Form for Financial
Statements ◦ Special Form for Financial
Statements
◦ General Information Sheet◦ Multi – Page PDF with Text layer but
unsigned◦ Multi – Page High Resolution Scan of
the document with Signatories pageand Notarized page
ONLINE SUBMISSION TOOL◦ Audited Financial Statement (AFS)
◦ Stamped “received” by the Bureauof Internal Revenue
◦ Basic component of AFS underRule 68 of Securities and RegulationCode
◦ For One Person Corporation
◦ AFS by an Independent Certified PublicAccountant (if total assets or liabilitiesexceeded PhP 600,000.-)
◦ AFS certified under oath byCorporation’s treasurer and president(if total assets or liabilities less thanPhP 600,000.-)
◦ Date of Receipt of Report
◦ Reckoning date is the date the Reportwas initially submitted to OST, if theReport is compliant with existingrequirements
◦ A Report which was revertedor rejected is considered not filedor not received. A notification will besent to the filer, stating the reasonfor the Report’s rejection in theremarks box
◦ OST is open 24 hours. Submissions shall
only be accepted from Mondays to
Fridays
OTHER OPTIONS FOR THE SUBMISSION OF REPORT◦ OST Kiosks
◦ In case when fillers cannot enroll and submitReports through OST, kiosks shall be providedin SEC offices and other areas, as may bedesignated by the Commission for technicalassistant on the use of the OST
◦ OST Kiosk will be available for 9 months
◦ Availability of Kiosk may be extended
◦ Over-the-Counter submission of Reports
due to OST Problems
◦ SEC may accept Reports over the counterprovided that filers present the notice fromOST that problems have been encounteredduring the process of enrollment and/orsubmission
◦ Deadline of Registration
◦ All stock Corporations are required to enrollwith the system starting 15 March 2021 to15 December 2021
◦ By 2022, all corporations, stock or non-stock,shall be required to enroll and submit theirReport through OST
◦ Fees and Charges
◦ For initial implementation of 3 months, SEC will not impose fees and charges for public access
PROCEDURE FOR USE OF OST
Log in using access key
File ReportFiler will receive automatic reply for initial acceptance for the Report for review
Once Report passed the quality assurance, a Quick Response (QR) Code will be issued to filers online
For review by SEC-Electronic Records
Management Division (SEC- ERMD)
If did not pass the quality assurance,
filer will have to re-file the Report
After re-filing and passing quality
assurance, Receive QR Code