Summary of Guidelines on the Filing of Reports and Other Documents during the Enhanced Community Quarantine
SEC Notice • Securities and Exchange Commission • Notices • Apr 8, 2020
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April 8, 2020 SEC NOTICE TO : All Concerned SUBJECT : Summary of Guidelines on the Filing of Reports and Other Documents during the Enhanced Community Quarantine Please be informed that the Securities and Exchange Commission (SEC) has made adjustments in the requirements and procedures for the filing of reports and other documents following the imposition of enhanced community quarantine over Luzon and other parts of the country due to the COVID-19 pandemic. Among others, the SEC has allowed for the filing of reports and other documents through email and other electronic means, as well as through registered or ordinary mail and private courier. The specifications and procedures for such submissions have been provided through various Memorandum Circulars and Notices/Advisories. For reference, a summary of the guidelines on the alternative modes of filing of reports and other documents with the SEC is hereby provided. It includes the deadlines and email addresses where certain reports and documents may be sent. All concerned are advised to read the pertinent issuances, for more definitive guidance. They may be accessed on the SEC website at http://www.sec.gov.ph/public-information-2/investors-education-and-information/covid-19-related-issuances/ . Please be guided accordingly ATTACHMENT Guidelines on the Filing of Reports and Other Documents during the COVID-19 Pandemic Publicly Listed Companies DOCUMENT ALTERNATIVE MODE OF FILING DEADLINE GUIDELINES/REMARKS Annual Report/ Audited Financial Statements For those who will submit within the original filing period: PSE Electronic Disclosure Generation Technology (EDGE) For those with purely domestic operations: 30 June 2020 For those with domestic and foreign operations: 30 June 2020 or 60 days after the lifting of travel restrictions and other measures implemented to contain the COVID-19 pandemic, whichever comes later. The Markets and Securities Regulation Department (MSRD) may require the submission of the hard copies after the lifting of the enhanced community quarantine. SEC Memorandum Circular No. 5, Series of 2020 The deadline for the filing of 2019 Annual Reports and/or 2019 Audited Financial Statements and applicable 2020 Quarterly Reports is extended for companies affected by the COVID-19 pandemic. Notice Dated 18 March 2020 Sworn certifications are no longer required for the grant of the extension. Companies with fiscal year ending November 2019 are also granted extension. Notice Dated 3 April 2020 In lieu of a written request, publicly listed companies may submit SEC Form 17-LC not later than 5 days before the original deadline to avail of the extension. SEC Memorandum Circular No. 10, Series of 2020 Electronic signatures may be used and reports may be submitted unnotarized. * As regards Section II (6) of SEC Memorandum Circular No. 10, Series of 2020, in the event that a sender cannot request for a Return Receipt and Delivery Status Notification automatically using their email sending program or application, a statement in the email body requesting for a notification that the sent email has been received will suffice. Notice Dated 17 March 2020 All reports disclosed through the PSE EDGE shall be considered as having been filed with the SEC. General Information Sheet (GIS)/ Report of Non-holding of Election For the accomplished GIS, email to any of the following: [emailprotected] [emailprotected] [emailprotected] For the Report of Non-holding of Election, email: [emailprotected] For the printed copies, send by mail or courier: SEC Express Nationwide Submission (SENS) For the email submissions: Within 30 calendar days from the actual meeting of stockholders or members. For the printed copies: Within 30 calendar days from the lifting of the enhanced community quarantine. SEC Memorandum Circular No. 9, Series of 2020 The GIS or Report of Non-holding of Election may be submitted through email, mail and private courier. * Email submissions made between 8AM to 5PM on a regular workday shall be considered received on the day they were sent. SEC Memorandum Circular No. 10, Series of 2020 Electronic signatures may be used and reports may be submitted unnotarized. * As regards Section II (6) of SEC Memorandum Circular No. 10, Series of 2020, in the event that a sender cannot request for a Return Receipt and Delivery Status Notification automatically using their email sending program or application, a statement in the email body requesting for a notification that the sent email has been received will suffice. SEC Memorandum Circular No. 7, Series of 2020 Reports may be submitted through registered or ordinary mail. Notice of Postponement of the Annual Stockholders' Meeting PSE EDGE Within 10 days from the date of postponement, as provided under Rule 20.11.1.4 of the 2015 IRR of the Securities Regulation Code. Notice Dated 3 April 2020 In lieu of an affidavit of postponement, publicly listed companies shall file SEC Form 17-C with a Secretary's Certificate reciting the board resolution postponing the ASM. Current and Other Structured Reports PSE EDGE As provided in existing rules and regulations The MSRD may require the submission of the hard copies after the lifting of the enhanced community quarantine. Notice Dated 17 March 2020 All reports disclosed through the PSE EDGE shall be considered as having been filed with the SEC. Corporate Governance Reports and Other Documents for Submission to the CGFD Email: [emailprotected] For the email submissions: As provided in applicable rules and regulations. For the printed copies: Within 10 calendar days from the lifting of the enhanced community quarantine. Notice Dated 30 March 2020 All current, structured reports and other documents shall be submitted to the CGFD through email until further notice. Email submissions made between 8AM to 5PM on a regular workday shall be considered received on the day they were sent. Electronic signatures may be used and reports may be submitted unnotarized. Every submission must be accompanied by a certification of the person who prepared it that the information therein is true and correct. Other Issuers of Registered Securities under the Supervision of the MSRD DOCUMENT ALTERNATIVE MODE OF FILING DEADLINE GUIDELINES Annual Report/ Audited Financial Statements For those who will submit within the original filing period, email: [emailprotected] For those with purely domestic operations: 30 June 2020 For those with domestic and foreign operations: 30 June 2020 or 60 days after the lifting of travel restrictions and other measures implemented to contain the COVID-19 pandemic, whichever comes later. The MSRD may require the submission of the hard copies after the lifting of the enhanced community quarantine. SEC Memorandum Circular No. 5, Series of 2020 The deadline for the filing of 2019 Annual Reports and/or 2019 Audited Financial Statements and applicable 2020 Quarterly Reports is extended for companies affected by the COVID-19 pandemic. Notice Dated 18 March 2020 Sworn certifications are no longer required for the grant of the extension. Companies with fiscal year ending November 2019 are also granted extension. Notice Dated 3 April 2020 In lieu of a written request, affected companies may submit SEC Form 17-LC not later than 5 days before the original deadline to avail of the extension. SEC Memorandum Circular No. 10, Series of 2020 Electronic signatures may be used and reports may be submitted unnotarized. * As regards Section II (6) of SEC Memorandum Circular No. 10, Series of 2020, in the event that a sender cannot request for a Return Receipt and Delivery Status Notification automatically using their email sending program or application, a statement in the email body requesting for a notification that the sent email has been received will suffice. General Information Sheet (GIS)/ Report of Non-holding of Election For the accomplished GIS, email to any of the following: [emailprotected] [emailprotected] [emailprotected] For the Report of Non-holding of Election, email: [emailprotected] For the printed copies, send by mail or courier: SEC Express Nationwide Submission (SENS) For the email submissions: Within 30 calendar days from the actual meeting of stockholders or members. For the printed copies: Within 30 calendar days from the lifting of the enhanced community quarantine. SEC Memorandum Circular No. 9, Series of 2020 The GIS or Report of Non-holding of Election may be submitted through email, mail and private courier. * Email submissions made between 8AM to 5PM on a regular workday shall be considered received on the day they were sent. SEC Memorandum Circular No. 10, Series of 2020 Electronic signatures may be used and reports may be submitted unnotarized. * As regards Section II (6) of SEC Memorandum Circular No. 10, Series of 2020, in the event that a sender cannot request for a Return Receipt and Delivery Status Notification automatically using their email sending program or application, a statement in the email body requesting for a notification that the sent email has been received will suffice. SEC Memorandum Circular No. 7, Series of 2020 Reports may be submitted through registered or ordinary mail. Notice of Postponement of the Annual Stockholders' Meeting Email: [emailprotected] Within 10 days from the date of postponement, as provided under Rule 20.11.1.4 of the 2015 IRR of the Securities Regulation Code. Notice Dated 3 April 2020 In lieu of an affidavit of postponement, publicly listed companies shall file SEC Form 17-C with a Secretary's Certificate reciting the board resolution postponing the ASM. Current and Other Structured Reports Email: [emailprotected] As provided in existing rules and regulations. The MSRD may require the submission of the hard copies after the lifting of the enhanced community quarantine. Notice Dated 17 March 2020 All current and other structured reports shall be submitted through email. SEC Memorandum Circular No. 10, Series of 2020 Electronic signatures may be used and reports may be submitted unnotarized. * As regards Section II (6) of SEC Memorandum Circular No. 10, Series of 2020, in the event that a sender cannot request for a Return Receipt and Delivery Status Notification automatically using their email sending program or application, a statement in the email body requesting for a notification that the sent email has been received will suffice. Corporate Governance Reports and Other Documents for Submission to the CGFD Email: [emailprotected] For the email submissions: As provided in applicable rules and regulations. For the printed copies: Within 10 calendar days from the lifting of the enhanced community quarantine. Notice Dated 30 March 2020 All current, structured reports and other documents shall be submitted to the CGFD through email until further notice. Email submissions made between 8AM to 5PM on a regular workday shall be considered received on the day they were sent. Electronic signatures may be used and reports may be submitted unnotarized. Every submission must be accompanied by a certification of the person who prepared it that the information therein is true and correct. Investment Companies, Issuers of Proprietary and Non-proprietary Shares/Timeshares, Public Companies, Financing Companies, Lending Companies, Accredited Microfinance NGOs and Foundations Annual Report/ Audited Financial Statements For those who will submit within the original filing period, email: [emailprotected] For companies with domestic operations only: 30 June 2020 For companies with domestic and foreign operations: 30 June 2020 or 60 days after the lifting of travel restrictions and other measures implemented to contain the COVID-19 pandemic, whichever comes later. For the printed copies of reports submitted through email within the original filing period: Within 10 calendar days from the lifting of the enhanced community quarantine. SEC Memorandum Circular No. 5, Series of 2020 The deadline for the filing of 2019 Annual Reports and/or 2019 Audited Financial Statements and applicable 2020 Quarterly Reports is extended for companies affected by the COVID-19 pandemic. Notice Dated 18 March 2020 Sworn certifications are no longer required for the grant of the extension. Companies with fiscal year ending November 2019 are also covered by the extension. Notice Dated 30 March 2020 All current, structured reports and other documents shall be submitted to the CGFD through email until further notice. Email submissions made between 8AM to 5PM on a regular workday shall be considered received on the day they were sent. Electronic signatures may be used and reports may be submitted unnotarized. Every submission must be accompanied by a certification of the person who prepared it that the information therein is true and correct. General Information Sheet (GIS)/ Report of Non-holding of Election For the accomplished GIS, email to any of the following: [emailprotected] [emailprotected] [emailprotected] For the Report of Non-holding of Election, email: [emailprotected] For the printed copies, send by mail or courier: SEC Express Nationwide Submission (SENS) Within 30 calendar days from the actual meeting of stockholders or members. SEC Memorandum Circular No. 9, Series of 2020 The GIS or Report of Non-holding of Election may be submitted through email, mail and private courier. * Email submissions made between 8AM to 5PM on a regular workday shall be considered received on the day they were sent. SEC Memorandum Circular No. 10, Series of 2020 Electronic signatures may be used and reports may be submitted unnotarized. * As regards Section II (6) of SEC Memorandum Circular No. 10, Series of 2020, in the event that a sender cannot request for a Return Receipt and Delivery Status Notification automatically using their email sending program or application, a statement in the email body requesting for a notification that the sent email has been received will suffice. SEC Memorandum Circular No. 7, Series of 2020 Reports may be submitted through registered or ordinary mail. Current and Other Structured Reports Email: [emailprotected] For the email submissions: As provided in applicable rules and regulations. For the printed copies: Within 10 calendar days from the lifting of the enhanced community quarantine. Notice Dated 30 March 2020 All current, structured reports and other documents shall be submitted to the CGFD through email until further notice. Email submissions made between 8AM to 5PM on a regular workday shall be considered received on the day they were sent. Electronic signatures may be used and reports may be submitted unnotarized. Every submission must be accompanied by a certification of the person who prepared it that the information therein is true and correct. Corporate Governance and Other Documents for Submission to the CGFD Email: [emailprotected] For the email submissions: As provided in applicable rules and regulations. For the printed reports: Within 10 calendar days from the lifting of the enhanced community quarantine. Notice Dated 30 March 2020 All current, structured reports and other documents shall be submitted to the CGFD through email until further notice. Email submissions made between 8AM to 5PM on a regular workday shall be considered received on the day they were sent. Electronic signatures may be used and reports may be submitted unnotarized. Every submission must be accompanied by a certification of the person who prepared it that the information therein is true and correct. All Other Corporations Annual Report/ Audited Financial Statements For those who will submit within the original filing period, email: [emailprotected] [emailprotected] For the printed copies, send by mail or courier: SEC Express Nationwide Submission (SENS) For those with purely domestic operations: 30 June 2020 For those with domestic and foreign operations: 30 June 2020 or 60 days after the lifting of travel restrictions and other measures implemented to contain the COVID-19 pandemic, whichever comes later. The SEC shall require the physical copies of submissions made through email once the state of public health emergency has been lifted. SEC Memorandum Circular No. 5, Series of 2020 The deadline for the filing of 2019 Annual Reports and/or 2019 Audited Financial Statements and applicable 2020 Quarterly Reports is extended for companies affected by the COVID-19 pandemic. * Email submissions made between 8AM to 5PM on a regular workday shall be considered received on the day they were sent. Notice Dated 18 March 2020 Sworn certifications are no longer required for the grant of the extension. Companies with fiscal year ending November 2019 are also covered by the extension. SEC Memorandum Circular No. 10, Series of 2020 Electronic signatures may be used and reports may be submitted unnotarized. * As regards Section II (6) of SEC Memorandum Circular No. 10, Series of 2020, in the event that a sender cannot request for a Return Receipt and Delivery Status Notification automatically using their email sending program or application, a statement in the email body requesting for a notification that the sent email has been received will suffice. SEC Memorandum Circular No. 7, Series of 2020 Reports may be submitted through registered or ordinary mail. General Information Sheet (GIS)/ Report of Non-holding of Election For the accomplished GIS, email to any of the following: [emailprotected] [emailprotected] [emailprotected] For the Report of Non-holding of Election, email: [emailprotected] For printed versions, send by mail or courier: SEC Express Nationwide Submission (SENS) For the email submissions: Within 30 calendar days from the actual meeting of stockholders or members. For the printed copies: Within 30 days from the lifting of the enhanced community quarantine. SEC Memorandum Circular No. 9, Series of 2020 The GIS or Report of Non-holding of Election may be submitted through email, mail and private courier. * Email submissions made between 8AM to 5PM on a regular workday shall be considered received on the day they were sent. SEC Memorandum Circular No. 10, Series of 2020 Electronic signatures may be used and reports may be submitted unnotarized. * As regards Section II (6) of SEC Memorandum Circular No. 10, Series of 2020, in the event that a sender cannot request for a Return Receipt and Delivery Status Notification automatically using their email sending program or application, a statement in the email body requesting for a notification that the sent email has been received will suffice. SEC Memorandum Circular No. 7, Series of 2020 Reports may be submitted through registered or ordinary mail. Nonstock Corporations Required to Submit the Mandatory Disclosure Form (MDF) MDF Online form: https://forms.gle/ KF4iBSimLKvChCwRA The printed copies will have to be submitted by 30 April 2020 or 15 days from the lifting of travel restrictions and other measures implemented to contain the COVID-19 pandemic. Notice Dated 2 April 2020 The deadline for the submission of the MDF is extended. Those who have yet to submit the MDF online may continue filling out the online form between 8AM and 5PM, Monday to Friday. Corporations Required to Submit General and Special Forms for Financial Statements (GFFS/SFFS) in Electronic Format General and Special Forms for Financial Statements For those who will submit during the enhanced community quarantine, email: [emailprotected] Within 30 days from the last day of submission of the Annual Audited Financial Statements. Notice Dated 16 April 2020 The filing period for the GFFS/SFSS is deemed extended without penalty, with the extension of the filing period for audited financial statements. When submitting through email, the GFFS/SFFS should be in MS Excel Format, while the certification should be in PDF preferably with text layer. SEC Memorandum Circular No. 10, Series of 2020 All general and special forms, and letters may be submitted through email during the enhanced community quarantine. * As regards Section II (6) of SEC Memorandum Circular No. 10, Series of 2020, in the event that a sender cannot request for a Return Receipt and Delivery Status Notification automatically using their email sending program or application, a statement in the email body requesting for a notification that the sent email has been received will suffice. * The following are required to file GFFS and/or SFSS in electronic format: Domestic Stock Corporations with annual gross sales or gross revenue of at least P5 million (excluding banks, insurance companies, branch office/representative offices of foreign corporations, and regional headquarters/ regional operating headquarters of multinational corporations); Brokers/Dealers in Securities; Financing Companies; Government Eligible Securities Dealers; Investment Companies; Investment Company Advisers; Investment Houses; Lending Companies; Publicly Listed Companies; Underwriters of Securities; Transfer Agents; and Other Market Participants and Self-regulatory Organizations. Accredited Asset Valuers and Credit Rating Agencies Annual Report For those who will submit on or before the original deadline of 15 April 2020, email: [emailprotected] 30 June 2020 Notice Dated 2 April 2020 The deadline for the filing of 2019 Annual Reports of all SEC-accredited Asset Valuers and Credit Rating Agencies is extended until 30 June 2020. Persons Involved in Cases Pending before the Office of the General Counsel (OGC) or the Commission En Banc Appeals, Motions and Pleadings For those who wish to file within the reglementary period, email: [emailprotected] For the email submissions: Within the reglementary period (optional). For the printed appeals, motions and pleadings: Within 30 calendar days from the lifting of the enhanced community quarantine. Notice Dated 8 April 2020 Hearings and conferences scheduled between 17 March 2020 and 30 April 2020 are suspended/postponed. Any further extension of the quarantine shall automatically be included as part of the covered period. The filing of Appeals, Motions and Pleadings in cases pending before the OGC and Commission En Banc are likewise suspended. SEC Memorandum Circular No. 10, Series of 2020 Electronic signatures may be used and reports may be submitted unnotarized. * As regards Section II (6) of SEC Memorandum Circular No. 10, Series of 2020, in the event that a sender cannot request for a Return Receipt and Delivery Status Notification automatically using their email sending program or application, a statement in the email body requesting for a notification that the sent email has been received will suffice. Corporations with Principal Offices Near the SEC Extension Offices All Reportorial Requirements and Other Documents for Submission to the SEC For those who will submit during the enhanced community quarantine, email: SEC BAGUIO [emailprotected] SEC TARLAC [emailprotected] SEC LEGAZPI [emailprotected] SEC CEBU [emailprotected] SEC BACOLOD [emailprotected] SEC ILOILO [emailprotected] SEC CAGAYAN DE ORO [emailprotected] SEC DAVAO [emailprotected] SEC ZAMBOANGA [emailprotected] As specified above SEC Memorandum Circular No. 10, Series of 2020 To facilitate the submission of reports through email, electronic signatures may be used and reports may be submitted unnotarized. * As regards Section II (6) of SEC Memorandum Circular No. 10, Series of 2020, in the event that a sender cannot request for a Return Receipt and Delivery Status Notification automatically using their email sending program or application, a statement in the email body requesting for a notification that the sent email has been received will suffice. * Please see other guidelines applicable to the report or document to be submitted.
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