ASSOCIATION OF CERTIFIED

PUBLIC ACCOUNTANTS IN PUBLIC

PRACTICE

“SEC UPDATE DURING THE ECQ”

April 28, 2020

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 OVERVIEW
• REPORTORIAL REQUIREMENTS
• EXTENSIONS GIVEN
• ONLINE FILING/ELECTRONIC SIGNATURE
• FILING OF GENERAL INFORMATION SHEET

• ON LINE FILING OF APPLICATIONS

• APPLICATION FOR INCLUSION IN THE LIST OF ACCREDITED EXTERNAL
AUDITOR/AUDITING FIRM
• REGISTRATION OF CORPORATION
• ONE PERSON CORPORATION
• REMOTE FILING OF MONITORING CLEARANCE FOR AMENDMENT OF ARTICLES
AND BY-LAWS

• OTHER ISSUANCES 2
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• EXTENSION UNTIL JUNE 30, 2020
• Annual Reports and/or Audited Financial
Statements with fiscal years ending
November 30, 2019

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 Filing of SEC Form 17-LC, In Lieu of a Written Request for
Extension of Filing 17 -A or 17-Q

• All Publicly Listed Companies that may want to avail of the extended
period for filing 17-A and 17-Q Reports pursuant to SEC Memorandum
Circular No. 5, Series of 2020, issued on March 12, 2020
• Do NOT have to file a written request to the Commission for an
extension of time.
• In lieu thereof , the concerned company shall file the special disclosure
form, SEC Form 17-LC,
• A PLC shall upload said Form via the PSE EDGE and for other
registered issuers of securities shall send the same through email to
msrd_covid19@sec.gov.ph.
• The SEC Form 17-LC shall be filed not later than five (5) days before the
regular filing deadline. 8
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 ALTERNATIVE MODE FOR DISTRIBUTING and PROVIDING COPIES OF THE NOTICE OF
MEETING, INFORMATION STATEMENT, and OTHER DOCUMENTS IN CONNECTION WITH THE
HOLDING OF ANNUAL STOCKHOLDERS’ MEETING(“ASM”) FOR 2020

• Companies that would hold their ASM for 2020 are allowed to notify their stockholders
about the ASM via an alternative mode by causing the publication of the Notice of Meeting
informing the shareholders of the following:
• Date, time and place of meeting and other information as may be required under the Revised Corporation
Code, other issuances of the Commission or By-laws of the Corporation1 ; and
• The availability of an electronic copy of the Information Statement and Management Report and SEC Form 17A
and other pertinent documents, as may be necessary under the given circumstance, in the following locations:
• Company’s website; and
• PSE Edge.

• The Notice of the Meeting shall be published in the business section of two (2) newspaper of
general circulation, in print and online format, for two (2) consecutive days; Provided that,
the last publication of the Notice of Meeting (print and on-line) shall be made no later than
twenty-one (21) days prior to the scheduled ASM.
• In case the company would be holding its 2020 ASM through teleconferencing, video
conferencing and other remote or electronic means of communication (MC 6, s.2020)
requires additional information in the Notice of Meeting 10
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 EXTENSION OF DEADLINE FOR THE SUBMISSION OF THE SUSTAINABILITY REPORT
• Sustainability Reporting of PLCs whose fiscal year ends on 31 December 2019 (or 30
November 2019)
• The submission of the Sustainability Report (SR), as an attachment to the Annual Report, is
extended until 30 June 2020 or the extended period provided under SEC M.C. No. 5, series of 2020
• PLCs that have filed or will file their Annual Report without the SR attached thereto shall not be
considered to have filed an Incomplete Annual Report, provided that the SR shall be filed until 30
June 2020 by filing an Amended Annual Report (SEC Form 17-A
• PLCs that will opt to submit their SR by filing an Amended Annual Report must submit a copy of the
previously submitted Annual Report and a Certification stating the following:
• That the information contained therein are true and correct;
• That an Annual Report (SEC Form 17-A) had been previously filed with the SEC, and indicating therein the
date of filing of the said report
• That the Amended Annual Report is filed solely for the purpose of submitting the SR attached thereto or
referenced therein and that no other changes were made to the Annual Report as previously filed; and
• The Certification must be signed by the PLC’s authorized representative and attested by its President.
• The extension shall automatically be applied without the need for a request from covered PLCs.
This extension notwithstanding, PLCs are not precluded from submitting their SR together with the
Annual Report on the original deadline (i.e. 105 days after the end of fiscal year or 14 April 2020).
• PLCs that submit their SRs in accordance with this Memorandum Circular shall not incur penalties
for an Incomplete Annual Report

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 2019 ANNUAL REPORTS
ACCREDITED CREDIT RATING AGENCIES AND ASSET VALUERS

• Extended until 30 June 2020.

• Asset valuers and credit rating agencies who would file their 2019
Annual Report within the prescribed deadline of on or before April
15, 2020 may file the same through email at secoga@sec.gov.ph.

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 EXTENSION OF PERIOD TO FILE THE GENERAL OR SPECIAL FORM FOR FINANCIAL
STATEMENTS (GFFS OR SFFS) AND GUIDELINES ON SUBMISSION BY ELECTRONIC MAIL

• The 30-day period within which to submit the GFFS or SFFS as provided in
SEC MC No. 6, Series of 2006 is likewise deemed extended,
• Guidelines on Submission by Electronic Mail During the ECQ Period, the
Economic Research and Training Department will accept electronic copies
of the GFFS or SFFS submitted through electronic mail to
ertd_gffs@sec.gov.ph;
• Section II (2) to Section II (6) of SEC MC No. 10, Series of should be complied with;
• Should be in MS Excel format, while the Certification should be in Portable
Document Format (PDF) preferably with Text Layer;
• The email subject line shall indicate the covering fiscal year and number of
attached GFFS or SFFS.
• Each GFFS/SFFS shall be named according to the Fiscal year, SEC registration
number and complete name of the corporation
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• The file name of each Certification to be attached shall have the same format as
the GFFS/SFFS, with the prefix “Cert.”
 Deadline for Submission of the Mandatory Disclosure Form (MDF)

• DEADLINE FOR SUBMISSION OF THE MANDATORY DISCLOSURE FORM IS

EXTENDED UNTIL APRIL 30, 2020 or fifteen (15) days from the lifting of
travel restrictions and other measures to contain the COVID19
pandemic. I
• Non-Stock Corporations who are yet to submit the printed MDF may,
however, continue to fill out and submit the MDF online.
• Access to the online form is available Monday to Friday from 8 a.m. to
5 p.m. only.
• Submission of printed and notarized copy of the MDF is suspended
until further notice
• The online filling out and submission of the MDF is only partial
compliance with the requirement.
• Full compliance requires the submission to the SEC of the original duly 16
signed and notarized printed and notarized printed copy of the MDF
after the ECQ is officially lifted.
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 GUIDELINES FOR THE SUBMISSION OR FILING OF SECURITIES DEPOSIT

• Branch offices of foreign corporations duly licensed to do

business in the Philippines which period of filing of initial
securities deposit (60 days after the issuance of its license)
falls during the ECQ are given thirty (30) days from the lifting
of ECQ, to file the initial securities deposit
• Additional securities deposit due for deposit during the
effectivity of the ECQ are likewise given thirty (30) days
from the lifting of ECQ to deposit additional securities.
• Securities deposit that matured during the effectivity of the
ECQ are likewise be given thirty (30) days from the lifting of
ECQ to file an application for substitution of securities 28
ON-LINE FILING OF CERTAIN
APPLICATIONS

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 New Application/s for Inclusion in the List of Accredited/Selected
External Auditor and Auditing Firm for BSP, IC and SEC

• OGA already accept starting 06 April 2020.

• The revised Application Forms, Client Profile Template and Pre-Evaluation Notice
Form are already uploaded at the SEC (Accountant’s Information Section)

• Send scanned copies of the application documents to secoga@sec.gov.ph

• Payment of filing fee shall be made thru selected branches of Land Bank of the
Philippines after receipt of Payment Assessment Form from the OGA.
• An application may only be considered filed and received by the OGA upon
receipt of the complete documentary requirements including duly signed Pre-
Evaluation Notice, payment of filing fee and letter explanation to OGA
comments.
• Release of Certificates of accreditation will be made after resumption of office.
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OTHER ISSUANCES

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 SUSPENSION OF THE SEC EXPRESS SYSTEM

• The Commission temporarily stop accepting requests for documents

through online application and the call center facility under the SEC
Express System
• Orders for authenticated and plain copies of corporate documents
shall be processed and delivered once the state of public health
emergency has been lifted or until further notice.
• The
SEC Express Appointment System and Public Kiosk (ODRS) will
remain suspended until further notice.

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 Investment Scams
• Closely Monitored

• Issuance of Public Advisories/Cease and Desist Orders

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 The public is advised to monitor
the SEC’s website (www.sec.gov.ph)
and
Official Facebook page (@PhilippineSEC)
for more information and further
announcements
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THANK YOU
Stay Safe
Everyone
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