The Securities Exchange Commission (SEC) recently announced an extension for the filling of Annual Financial Statements (AFS). Under Memorandum Circular 1, Series 2023 (MC) last Wednesday, March 1, 2023, the SEC explained that the extension was to provide sufficient time for external auditors to complete their statutory audits of the financial statements.
External auditors are tasked to conduct independent audits to ensure the public that their financial statements are free from “material misstatements”. If left unchecked, these inaccuracies resulting from errors or fraud could damage the credibility and reliability of the corporations who provided these financial statements.
This MC follows the provisions from the revised Section I.1 and I.4 of previous MC No.9, Series 2022, titled, “2023 Filing of Annual Financial Statements and General Information Sheets and General Information Sheets”.
Guidelines for Annual Financial Statement Deadlines
1.) All corporations including branch offices, representative offices, regional headquarters, and regional operating headquarters of foreign corporations whose calendar year ends on December 31, 2022, must file their AFS through the SEC’s Electronic Filing and Submission Tool (eFAST). This requirement aligns with the following revised filling schedules, which assign deadlines depending on the last numerical digit of the company’s SEC registration or license number, for domestic companies and foreign companies, respectively.
Note: Every corporation under the jurisdiction of the SEC Extension Offices shall be governed by the exact coding schedules in 2023
2.) All fillings or submissions presented after the due dates provided in the previous entry are considered late but will still be accepted on July 3, 2023. Afterwards, certain penalties will be imposed and then computed from the date of the last day of the filing mentioned earlier.
Corporations not covered by the extension
1. Companies whose fiscal year ends on a date other than December 31, 2022. They have to file their AFS within 120 days from the end of their fiscal year. The fiscal year can be found in the companies’ By-Laws.
2. Brokers and dealers with a fiscal year end on December 31 will have to file an SEC Form 52-AR depending on the last numerical digit of their registration number assigned by the Commission. If their fiscal year ends on a date other than December 31, they must file the SEC Form 52-AR within 110 days after their fiscal year ends.
3. Companies with securities listed on the Philippine Stock Exchange (PSE), who are registered but not listed on the PSE, entities considered public companies, and other entities covered under SEC.17.2 of the SRC need to file their ADS within 105 calendar days after the end of their fiscal year. They must submit it as an attachment to their Annual Reports (SEC Form 17-A) following the SRC’s Implementing Rules and Regulations.
4. Companies with AFS being audited by the Commission on Audit (COA), provided that the following documents are attached to their AFS:
- An affidavit signed by the President Treasurer (or Chief Finance Officer) attesting to the fact that the company timely provided the COA with the financial statements and supporting documents and that the audit of the COA has just been concluded
- A letter from the COA confirming the information provided in the affidavit