SEC extends deadline for Annual, Quarterly Reports for companies affected by COVID-19 - Clarifications

For listed companies, is the extension automatic?

The extension is not automatic. For Listed Companies, a written request must be submitted through the Commission’s Markets and Securities Regulation Department not later than 5 days before the original deadline (105 calendar days after the end of financial year).

Per SEC Notice dated March 18, 2020, the sworn certifications from both the company and auditor are no longer required to be submitted.

Once the written request and sworn statement is submitted by the listed companies, will they receive a confirmation to extend? Or this is merely a notification only?

Once a written request is submitted, the Company should expect a response from MSRD.

For non-publicly listed companies, how will they apply for the extension? Should they also file a request not later than 5 days before the original deadline (as prescribed by the existing rules and regulations)?

Per SEC Notice dated 18 March 2020, all non-publicly listed companies that will be filing their AFS are no longer required to submit a written request and sworn certification to the Commission. They may avail of the extension provided that they meet the conditions set forth under the SEC MC No. 5.

For the companies that are exempted from the quarantine such as Banks, BPO, Export companies, covered by the extension?

These entities may avail of the extension provided that they meet the conditions set forth under the SEC MC No. 5.

For those entities not affected by the COVID outbreak, they are required to file their Annual Reports and/or AFS within the periods prescribed under the existing rules and regulations of the Commission.

For companies outside Luzon, such as Cebu, Iloilo, etc., can they also avail of the extension, if affected by the COVID outbreak?

Regardless of the location, entities may avail of the extension provided that they meet the conditions set forth under the SEC MC No. 5.

Based on the SEC MC No. 5, only companies with financial year end December 31 are covered by the relief. How about for the companies with financial year-end November 30?

Companies with financial year ended November 30 may now avail of the extension as provided in SEC Notice dated 18 March 2020.

Given that there is a lockdown, wherein no one is allowed to travel, will SEC accept filings (Audited FS, Audit Reports, SMRs, Written Request for extension, Sworn Certifications both from companies and auditors) in e-signature?

The Commission may consider the filing of reports online using digital signature. Please wait for further Notice.

SEC MC No. 7 also provided the following guidelines regarding filing and submission of reports and other documents to the SEC. See below:

• Filing/submission of reports and other documents through the SEC Express Nationwide Submission (SENS) with the following procedures:
  • Client accomplishes and signs the SEC Express Nationwide Submission (checklist with undertaking, available in the SENS website).
  • Client attaches the checklist and the undertaking to the documents to be submitted.
  • Client proceeds to the courier of his/her choice and may or may not avail of the return copy. Request for return copy may be subject to the availability of service offer by the courier.
  • Courier delivers the documents to the SEC Office.
  • SEC Receiving Officer shall stamp the documents and "Received", put his initial on the documents and distribute copies of documents to the SEC department concerned.
• Filing and submission of reports/documents through the Philippine Postal Corp. or through ordinary mail shall be subject to the following requirements:
  • Clients may file their reports/documents through Registered Mail with return card issued by the Philippine Postal Corp.; provided, that clients may file their reports/documents through ordinary mail or private courier duly accompanied by an affidavit of service, if registry service is not available on their official place of business.
  • For return copy, client shall enclose a self-addressed envelope with sufficient amount of stamp/postage.
• The reports/documents submitted to the SEC through registered mail shall be considered filed on the date of mailing as shown by the post office stamp on the envelope or the registry receipt. Reports/documents submitted through ordinary mail or private courier shall be considered filed on the date of actual receipt thereof by the SEC.
• Validation of forms and contents of reports/documents submitted shall be done by SEC Operating Department requiring the report.
• All filings at the Head Office and Satellite Offices shall be temporarily, suspended until further notice.