Title
Amnesty on penalties for late report submission
Law
Sec Memorandum Circular No. 2
Decision Date
Sep 14, 1998
The Securities and Exchange Commission grants amnesty on penalties for non-compliance with reportorial requirements for corporations, allowing them to reduce fines and submit overdue documents within specified periods to alleviate the impact of economic difficulties.

Law Summary

Penalties for Non-Submission or Late Submission

  • Distinct penalties for stock and non-stock corporations based on the type of report and the period covered.
  • Penalties are scaled by retained earnings for stock corporations and fund balance for non-stock corporations.
  • Late registration of Stock and Transfer Book or Membership Book has fixed penalties.
  • Corporations with deficits or capital deficiencies are assessed reduced penalties (50% for deficits in stock corporations, 25% in non-stock corporations).

Required Documents for Amnesty Application

  • Sworn statement by president or authorized officer detailing missing or late reports and years covered.
  • Submission of GIS (1996 to present), ANHM (1996 to present), Financial Statements (1995 to present) if not already submitted.
  • Affidavit of Non-Operation for applicable years.
  • Registration of Stock and Transfer Book or Membership Book including payment of registration fees.
  • Only applications with complete documents will be accepted.

Payment and Submission Schedule

  • Penalties payable in cash, manager's/cashier's check, or postal money order to the SEC.
  • Specific submission periods for corporations based on their principal office location, divided into three groups with deadlines from October to December 1998.
  • Late payments after assigned periods but before December 29, 1998, incur a 20% surcharge.
  • Amnesty applications can be submitted at the main SEC office or respective SEC extension offices nationwide during the entire submission period.

Misrepresentation and Legal Consequences

  • False statements in the sworn declaration will subject the corporation to standard penalties plus possible criminal prosecution of the affiant officer.

Consequences of Non-Compliance

  • Corporations failing to avail themselves of the amnesty will face the prevailing fines and may be subject to suspension or revocation of their certificate of registration.

Effectivity

  • The circular takes effect immediately upon issuance on September 14, 1998.

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