Securities and Exchange Commission Amnesty Program

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Section 177 of the Revised Corporation Code of the Philippines on reportorial requirements provides that generally every corporation, domestic or foreign, doing business in the Philippines shall submit to the SEC Annual Financial Statements audited by an independent certified public accountant (AFS) and General Information Sheet (GIS) within such period as may be prescribed by the SEC. Non-compliance with these reportorial requirements is subject to penalties; it may even lead to the revocation of the SEC registration of the respective entity. 
      
On 17 October 2023, the SEC issued on its website a list of 22,403 non-compliant corporations at risk of revocation of their registration. On said website, the SEC also published a list of 298,335 Registered Corporations for Delinquency Status for failing to submit three (3) GIS within a period of five (5) years. In each case, the companies are encouraged to apply for the SEC Amnesty Program. 
    
However, even if a company is not listed in any of the delinquency lists released by the SEC, availing the Amnesty Program may help a company to reduce potential penalties payable for past non-compliance, and to clear its records to start anew with a clean state.
   

How to avail of amnesty

To avail of amnesty, a company must file an online application together with the latest due AFS and GIS (SEC Memorandum Circular No. 17 Series of 2023).
   
The deadline to avail of amnesty has been moved several times within 2023. At present, the interest to avail of amnesty needs to be filed until 31 December 2023 at the latest. Supporting documents may still be submitted until 31 January 2024. 
    
Until date, 40.000 out of the 600.000 companies registered with SEC have applied for the Amnesty Program.

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Dr. Marian Norbert Majer

Associate Partner

+63 917 703 9089

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