SEC Extends Amnesty Applications until December 31, 2023

On November 3, 2023, the Securities and Exchange Commission (SEC) issued Memorandum Circular No. 20 which stated that the SEC extends the deadline for applications for its amnesty program for the final time until December 31, 2023.

 

 

The amnesty program was launched by the Commission “to encourage compliance of regulated entities, and ensure a prudent identification of active and inactive corporations as part of its continuing efforts to nurture and cultivate a healthy and vibrant corporate sector[.]” It also “desires to afford businesses reasonable time and opportunity to be in good standing relative to their reportorial requirements, especially those meeting the grounds for revocation or delinquency status pursuant to […] the Revised Corporation Code of the Philippines (RCC)[.]”

 

 

The SEC, however, also recognized some underlying issues in the submission of the applications and heeded the call of the public to extend the deadline. Thereafter, the SEC will then “strictly impose an updated scale of fines and penalties for certain reportorial requirements after the amnesty period[.]”

 

 

“Non-compliant corporations and corporations whose Certificates of Incorporation have been suspended or revoked shall upload and submit their AFS, General Information Sheet (GIS) until 31 January 2024.” They must also submit their Petitions to Lift Order of Suspension/Revocation through eFAST.

 

 

Other documents that must also be submitted, to designated emails depending on jurisdiction, to lift Petitions to Lift Order of Suspension/Revocation include:

 

  1. “Directors’ or Trustees’ Certificate;
  2. Latest due AFS, as received by the Securities and Exchange Commission (SEC) and Bureau of Internal Revenue (BIR);
  3. Latest due GIS, as received by the SEC;
  4. Copies of Certificate of Incorporation and latest Certificate of filing of Amended Articles or By-laws (if any) together with latest Articles of Incorporation and By-laws;
  5. Copy of registration of stock and transfer book or membership book;
  6. Secretary’s Certificate of No Intra Corporate Controversy;
  7. Sworn Certification by the External Auditor;
  8. Proof of ongoing operation, such as but not limited to:
    1. Audited Financial Statements;
    2. Income Tax Returns;
    3. Mayor’s or Business Permits;
    4. Contracts;
    5. Receipts showing payment of Real Estate Tax;
    6. Certification/Recognitions/Annual Conventions; or Any similar/related documents.
  9. Latest Mayor’s/Business Permit;
  10. BIR Certificate of Registration;
  11. Certification from the Corporate Secretary that the Latest Financial Statement and Income Tax Return was received by the SEC and BIR, respectively; and
  12. Compliance with SEC Memorandum Circular No. 28, Series of 2020.”

 

 

The full text of the Memorandum Circular can be found here.

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