Question & AnswerQ&A (SEC MEMORANDUM CIRCULAR NO. 2)
The main purpose is to declare an amnesty on penalties imposed on corporations for non-submission or late submission of required reportorial documents as prescribed by the SEC.
The amnesty applies only to stock and non-stock corporations that are not subject to the reportorial provisions of the Revised Securities Act Rule 11(a)-1 and those with secondary licenses issued by the Commission, excluding those with suspended or revoked certificates of registration unless properly petitioned.
The required reports include the General Information Sheet (GIS), affidavit of non-holding of annual meeting (ANHM), Financial Statements (FS), and registration of Stock and Transfer Book (STB) or Membership Book (MB).
Penalties range from P1,000 to P2,000 depending on retained earnings: P1,000 for retained earnings up to P1 million, P1,500 for retained earnings over P1 million up to P5 million, and P2,000 for retained earnings over P5 million.
Stock corporations with deficits are assessed 50% of the stated penalty, and those with capital deficiency are assessed 25% of the stated penalty, except for penalties related to the affidavit of non-operation.
The penalty is P500 per required report.
Documents must be submitted to the Supervision and Monitoring Department, 7th Floor, SEC Building, EDSA, City of Mandaluyong, or to the nearest SEC extension offices designated for regional submissions.
Corporations must submit a sworn statement by the president or authorized officer specifying the late or non-submitted reports, the General Information Sheet or affidavit for 1996-present, Financial Statements for 1995-present, affidavit of non-operation if applicable, and register the Stock and Transfer Book or Membership Book with corresponding fees.
The submission periods vary by the corporation’s principal office location from October 1 to December 29, 1998, with a 20% surcharge applied if submitted beyond the assigned period but before December 29, 1998.
Misrepresentation will subject the corporation to the full scale of fines presently prescribed and possible criminal prosecution of the affiant.
Corporations will be subject to the full scales of fines currently prescribed and may face suspension or revocation of their certificate of registration when applicable.