Revised Guidelines on: 1. Issuance of Payment Assessment Form 2. Payment of Annual Fees 3. Request for Monitoring and Issuance of Monitoring Sheet/Clearance
SEC-CGFD Notice • Securities and Exchange Commission Departments • Corporate Governance and Finance Department (CGFD) • Jul 20, 2020
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July 20, 2020 CORPORATE GOVERNANCE AND FINANCE DEPARTMENT TO : Investment Companies, Registered Issuers of Proprietary and Non-Proprietary Shares/Timeshares Public Companies, Financing Companies, Lending Companies, Foundations, Accredited Microfinance NGOs, Corporate Governance Institutional Training Providers and Publicly-Listed Companies under the Supervision of the Corporate Governance and Finance Department (CGFD) SUBJECT : Revised Guidelines on: 1. Issuance of Payment Assessment Form 2. Payment of Annual Fees 3. Request for Monitoring and Issuance of Monitoring Sheet/Clearance 4. Submission of Hard/Printed Copies of Documents NOTICE The Securities and Exchange Commission (SEC) is implementing all necessary health protocols due to the COVID-19 pandemic and will continue to adopt safety measures in the receiving, processing and submission of documents. CGFD-covered companies are hereby advised to follow the revised guidelines on the issuance of Payment Assessment Form (PAF), payment of Annual Fees (AF), request for monitoring and issuance of Monitoring Sheet/Clearance, and submission of hard/printed copies of documents, as follows: HTcADC 1. ISSUANCE OF PAYMENT ASSESSMENT FORM FOR PAYMENT OF PENALTIES CGFD-covered companies may request for, and be issued, electronic copies of the PAF by sending a request therefore via email to [emailprotected]. The following format shall be used in the subject head: NAME OF COMPANY_REQUEST FOR PAF_DATE OF EMAIL. 2. PAYMENT OF ANNUAL FEES Lending and financing companies are advised to send their requests for electronic copies of the PAF by sending a request therefor via email to [emailprotected]. The following format shall be used in the subject head: NAME OF COMPANY_PAF_ANNUAL FEE DATE OF EMAIL Annual Fee Original Due Date New Deadline (regardless of Head Office location) a) AF that fell due during the Enhanced Community Quarantine (ECQ) on 16 March 2020 up to 15 June 2020 on or before 1 September 2020 b) 16 June 2020 to 31 July 2020 For AF falling due after 31 July 2020 , companies are advised to pay their AF on their original deadlines using the same online procedure until further notice. 3. REQUEST FOR MONITORING AND ISSUANCE OF MONITORING SHEET/CLEARANCE a) Requests for monitoring of covered companies shall be sent via email at the following addresses: Companies Addressee Investment Companies [emailprotected] Issuers of Proprietary and Non-Proprietary Securities Public Companies Foundations [emailprotected] Accredited Microfinance NGOs Financing Companies Lending Companies The following format shall be used in the subject head: NAME OF COMPANY_REQUEST FOR MONITORING_DATE OF EMAIL b) The list of documentary requirements and procedures for Financing Companies, Lending Companies, Foundations, and Accredited Microfinance NGOs are provided in these links: For Lending Companies and Financing Companies http://www.sec.gov.ph/lending-companies-and-financing-companies/request-for-monitoring/ For Foundations and Accredited Microfinance NGOs http://www.sec.gov.ph/microfinance-ngo-regulatory-council/request-for-monitoring/ c) Covered companies requesting or with pending requests for monitoring may be required to present proof of filing/compliance or submit advance copies of reports/documents with Online Certification using the attached template and proof of transmittal if required to be submitted via courier service ( i.e. , Official Receipt). This submission shall only be used to facilitate the request for monitoring and issuance of monitoring sheet/clearance. The following format shall be used in the subject head: NAME OF COMPANY_DOCUMENTS FOR MONITORING_DATE OF EMAIL 4. SUBMISSION OF DOCUMENTS The hard copies of reports, letters, requests and other documents of Foundations, Accredited Microfinance NGOs, Lending Companies and Financing Companies, shall be filed through the following means: a. Via Courier Service only Printed or hard copies of the following documents of covered companies with wet signature and proper notarization should be sent through courier or Philippine Postal Corp. using the SEC Express Nationwide Submission (SENS) facility ( https://sens.secexpress.ph/ ). aScITE Covered Company Documents for Submission Foundation Audited Financial Statements (AFS) Accredited MF-NGOs Lending Companies General Information Sheet (GIS) Financing Companies Foundation and Accredited MF-NGOs For the year 2013 up to 2018 Sworn Statement and Certificate of Existence of Projects For the year 2019 onwards Schedules for Non-Stock, Non-Profit Organizations NSPO Form-1 Sworn Statement NSPO Form-2 Affidavit of Willingness to be Audited by the Commission NSPO Form-3 Schedule of Receipts or Income or Sources of Funds other than Contributions and Donations NSPO Form-4 Schedule of Contributions and Donations NSPO Form-5 Schedule of Application of Funds NSPO Form-6 Certificate of Existence of Program/Activity Lending Companies Special Forms of Financial Statements (LCFS/FCFS) Financing Companies Interim Financial Statements (LCIF/FCIF) Sworn Certification in compliance with SEC Memorandum Circular No. 18, Series of 2019 SEC Form 1 Existing Online Lending Platform SEC Form 2 Prospective Online Lending Platform AMLA Compliance Form Financing Companies Revised Manual on Corporate Governance SEC Form MCG 2009 Compliance Officer's Certification on the extent of compliance with the Manual on Corporate Governance Printed or hard copies of documents shall be deemed to have been filed on the date they were received by the courier . b. Via email only Scanned copies of the printed or hard copies of following documents with wet signature and with proper notarization as necessary may be sent in Portable Document Format (PDF) to the following addresses: Item Documents Addressee Documents which require payment (filing fee) Annual Information Statement (submit email together with proof of payment-copy of OR and validated PAF) [emailprotected] Documents which DO NOT require payment a. Application for Accreditation of Microfinance-NGO (MNRC Memorandum Circular No. 4, series of 2018 http://www.sec.gov.ph/wp-content/uploads/2018/01/2018MNRCIssuances-MCNo4.pdf ) [emailprotected] b. Company's letter-reply to/compliance with the Department's letters and orders c. Reply to show cause/comment/advisement letter d. Other requests or correspondence Money Laundering and Terrorism Financing Prevention Program (MLPP) [emailprotected] All inquiries pertaining to CGFD matters and application/s shall be sent via email at [emailprotected]. This Notice shall take effect immediately and shall continue to be in force unless recalled by the CGFD. HEITAD Please be guided accordingly. ATTACHMENT Certification I, ________________________ (name and position) is a duly authorized representative of ____________________ (company name) with SEC registration number ___ with principal office at ____, do hereby certify and state that: 1) The information contained in ____________________________________ (state the report/document submitted online and date of submission) is true and correct to the best of my knowledge. 2) The hard/physical copy of the said report was sent through SEC Express Nationwide Submission (SENS) on _____________________________ (date of submission through SENS) . 3) The __________________________________________ (state the report/document submitted online and date of submission) online is one and the same document as the hard/physical copy sent through SENS. 4) I am fully aware that any inconsistencies in the information contained in the hard/physical copy as compared to the one sent via email, shall invalidate the reports, applications, compliance, requests and other documents submitted via email. Hence, the corresponding penalties under existing rules and regulations of the Commission shall apply without prejudice to the imposition of penalties under Section 54 of the Securities Regulation Code and other applicable existing rules and regulations for failure to comply with the orders of the Commission. 5) I am executing this certification on ___________ (date) to attest to the truthfulness of the foregoing facts and for whatever legal purpose it may serve. Signature over Printed Name Position ________________ Gov't. ID #_______________ Footnotes 1. First issued on 08 June 2020.
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