Atty. Myrna Cruz Feliciano

December 13, 1990 Atty. Myrna Cruz Feliciano 3rd Floor, Feliciano Bldg. 7426 Santillan, Makati Metro Manila S i r : This refers to your letter dated December 4, 1990 inquiring whether a "corporation sole" is required to submit annual financial statements. cdlex The pertinent provision of the Corporation Code provides: "SECTION 141. Annual report of corporations . Every corporation, domestic or foreign, lawfully doing business in the Philippines shall submit to the Securities and Exchange Commission an annual report of its operations, together with a financial statement of its assets and liabilities, certified by any independent certified public accountant in appropriate cases, covering the preceding fiscal year and such other requirements as the Securities and Exchange Commission may require. Such report shall be submitted within such period as may be prescribed by the Securities and Exchange Commission." (Emphasis supplied) Corollary thereto, the SEC Rules Requiring Non-Stock Corporations to Keep Accounting Records and to Submit Annual Financial Statements, as amended, provides: "In order to enable the Securities and Exchange Commission to closely supervise and properly monitor the operations and activities of non-stock corporations for the purpose of protecting the membership participation therein as well as the interest of the public in general, all non-stock corporations ,duly registered with the Commission are hereby required to keep proper accounting records and to prepare and submit to the Commission their annual financial statements ,consisting of a balance sheet and income statement in accordance with the following provisions: 1. The annual financial statement of non-stock corporations must be submitted to the Commission within 120 days for corporations whose securities are not registered and 105 days for corporations whose securities are registered after the end of their fiscal year. ..." (Emphasis supplied) The foregoing provisions, therefore, make the submission of annual financial statements obligatory to all non-stock corporations including corporation sole. cdll Please be advised accordingly. (SGD.) RODOLFO L. SAMARISTA Associate Commissioner