The Securities and Exchange Commission (SEC) is not just a regulatory body — it is the guardian of corporate transparency in the Philippines. To ensure accountability and maintain a reliable database of active corporations and partnerships under its jurisdiction, it has ramped up its monitoring efforts and targeted companies that habitually miss deadlines or neglect mandatory filings.
Failure to comply does not just risk fines and penalties but can also lead to your company being tagged as inactive or even delinquent. So, if you are the company president, director, or corporate secretary, staying on top of your SEC reportorial requirements is not optional—it is imperative to keeping your company in good standing.
SEC Reportorial Requirements
Under the Philippine corporate laws, the SEC is mandated to ensure that corporations doing business in the country, whether domestic or foreign, comply with the laws and regulatory standards through reportorial requirements, which generally include:
General Information Sheet (GIS)
It is the snapshot of your company’s current status and provides the basic corporate details, such as capital structure, directors and officers, stockholders, corporate secretary’s certification, and beneficial ownership declaration.
Audited Financial Statements (AFS)
It is a set of company financial documents that have been reviewed and audited by a Certified Public Accountant (CPA) and typically include a balance sheet, income statement, cash flow statement, statement of equity changes, and other notes.
SEC MC 28 Compliance
The Memorandum Circular No. 28 Series of 2020 (MC28-2020) was issued by the Securities and Exchange Commission (SEC), requiring every entity under its jurisdiction and supervision to submit valid official and alternate email addresses and mobile numbers needed for the registration to the SEC Electronic Filing and Submission Tool (eFAST).
Other Notices and Disclosures
These include updated Articles of Incorporation (AOIs), bylaws, and other supporting documents for informing the SEC about the amendments or changes in the registration information of your corporation, e.g., change in number of directors, change in principal business address, increase or decrease in capital stock, etc.
SEC Filing Periods
SEC filing periods refer to the specific deadlines set by the commission for submitting required corporate documents, such as the GIS and AFS, and vary based on your company’s fiscal year, structure, and classification.
Domestic Corporations
Domestic corporations, which include one person, stock, and non-stock corporations) are the entities organized and registered under Philippine laws.
DOCUMENT | FILING PERIOD |
General Information Sheet (GIS) | Within 30 calendar days from the date of actual meeting |
Audited Financial Statements (AFS) | Within 120 calendar days from the fiscal year-end or as prescribed by SEC |
SEC MC 28 Compliance | Upon filing of the registration forms or within 30 calendar days from the issuance of the certificate of registration, license, or authority |
Foreign Corporations
Unlike domestic corporations, foreign corporations—both stock and non-stock—are entities incorporated outside of the Philippines but legally registered with the commission to conduct business or invest within the country’s jurisdiction.
DOCUMENT | FILING PERIOD |
General Information Sheet (GIS) | Within 30 calendar days from the anniversary date of the issuance of the SEC license |
Audited Financial Statements (AFS) | Within 120 calendar days from the fiscal year-end or as prescribed by SEC |
SEC MC 28 Compliance | Upon filing of the registration forms or within 30 calendar days from the issuance of the certificate of registration, license, or authority |
Updated Tables of SEC Fines and Penalties for Late Filing of Reportorial Requirements
Pursuant to Section 177 of the Revised Corporation Code (RCC), the SEC may declare a corporation under delinquent status in case of failure to submit reportorial requirements for three times, consecutively or intermittently, within five years. After a corporation is notified of its delinquent status, the sixth offense constitutes a ground for revocation of its Certificate of Registration/License to Transact Business in the Philippines or Secondary License and shall warrant the imposition of monetary fines equivalent to the fifth offense plus a 100% surcharge of the total assessed fine.
Consistent with this, the SEC also released SEC Memorandum Circular No. 6, s. 2024 – Updated Fines and Penalties on the Late and Non-Submission of Audited Financial Statements (AFS), General Information Sheet (GIS), Non-Compliance with SEC Memorandum Circular No. 28, Series of 2020 (SEC MC 28) which provides the reevaluated scale of fines and penalties.
Table 1: SEC Penalties for Late Filing of Reportorial Requirements (GIS and AFS) for Domestic Stock and One Person Corporations
For domestic stock corporations, including One Person Corporations (OPCs), the imposable fines for filing of GIS and AFS beyond the prescribed deadline range from PHP 5,000 to PHP 45,000, depending on the retained earnings, fund balance, or equity and the number of offenses.
BRACKET (based on retained earnings, fund balance, or equity) | IMPOSABLE FINES – PER REPORT | ||||
1st Offense | 2nd Offense | 3rd Offense | 4th Offense | 5th Offense | |
Capital Deficiency | ₱ 5,000 | ₱ 6,000 | ₱ 7,000 | ₱ 8,000 | ₱ 9,000 |
Negative Retained Earnings (Deficit) | ₱ 5,000 (+ ₱ 500 per month of delay) | ₱ 6,000 (+ ₱ 500 per month of delay) | ₱ 7,000 (+ ₱ 500 per month of delay) | ₱ 8,000 (+ ₱ 500 per month of delay) | ₱ 9,000 (+ ₱ 500 per month of delay) |
₱ 0 to ₱ 100,000 | ₱ 5,000 (+ ₱ 1,000 per month of delay) | ₱ 6,000 (+ ₱ 1,000 per month of delay) | ₱ 7,000 (+ ₱ 1,000 per month of delay) | ₱ 8,000 (+ ₱ 1,000 per month of delay) | ₱ 9,000 (+ ₱ 1,000 per month of delay) |
₱ 100,001 to ₱ 500,000 | ₱ 10,000 (+ ₱ 1,000 per month of delay) | ₱ 12,000 (+ ₱ 1,000 per month of delay) | ₱ 14,000 (+ ₱ 1,000 per month of delay) | ₱ 16,000 (+ ₱ 1,000 per month of delay) | ₱ 18,000 (+ ₱ 1,000 per month of delay) |
₱ 500,001 to ₱ 5,000,000 | ₱ 15,000 (+ ₱ 1,000 per month of delay) | ₱ 18,000 (+ ₱ 1,000 per month of delay) | ₱ 21,000 (+ ₱ 1,000 per month of delay) | ₱ 24,000 (+ ₱ 1,000 per month of delay) | ₱ 27,000 (+ ₱ 1,000 per month of delay) |
₱ 5,000,001 to ₱ 10,000,000 | ₱ 20,000 (+ ₱ 1,000 per month of delay) | ₱ 24,000 (+ ₱ 1,000 per month of delay) | ₱ 28,000 (+ ₱ 1,000 per month of delay) | ₱ 32,000 (+ ₱ 1,000 per month of delay) | ₱ 36,000 (+ ₱ 1,000 per month of delay) |
Above ₱ 10,000,000 | ₱ 25,000 (+ ₱ 1,000 per month of delay) | ₱ 30,000 (+ ₱ 1,000 per month of delay) | ₱ 35,000 (+ ₱ 1,000 per month of delay) | ₱ 40,000 (+ ₱ 1,000 per month of delay) | ₱ 45,000 (+ ₱ 1,000 per month of delay) |
Table 2: SEC Penalties for Late Filing of Reportorial Requirements (GIS and AFS) for Domestic Non-Stock Corporations
For domestic non-stock corporations, the imposable fines for filing of GIS and AFS beyond the prescribed deadline range from PHP 5,000 to PHP 27,000, depending on the retained earnings, fund balance, or equity and the number of offenses.
BRACKET (based on retained earnings, fund balance, or equity) | IMPOSABLE FINES – PER REPORT | ||||
1st Offense | 2nd Offense | 3rd Offense | 4th Offense | 5th Offense | |
Negative Fund Balance or Equity (Deficit)
| ₱ 5,000 (+ ₱ 500 per month of delay) | ₱ 6,000 (+ ₱ 500 per month of delay) | ₱ 7,000 (+ ₱ 500 per month of delay) | ₱ 8,000 (+ ₱ 500 per month of delay) | ₱ 9,000 (+ ₱ 500 per month of delay) |
₱ 0 to ₱ 100,000 | ₱ 5,000 (+ ₱ 1,000 per month of delay) | ₱ 6,000 (+ ₱ 1,000 per month of delay) | ₱ 7,000 (+ ₱ 1,000 per month of delay) | ₱ 8,000 (+ ₱ 1,000 per month of delay) | ₱ 9,000 (+ ₱ 1,000 per month of delay) |
₱ 100,001 to ₱ 500,000 | ₱ 7,500 (+ ₱ 1,000 per month of delay) | ₱ 9,000 (+ ₱ 1,000 per month of delay) | ₱ 10,500 (+ ₱ 1,000 per month of delay) | ₱ 12,000 (+ ₱ 1,000 per month of delay) | ₱ 13,500 (+ ₱ 1,000 per month of delay) |
₱ 500,001 to ₱ 5,000,000 | ₱ 10,000 (+ ₱ 1,000 per month of delay) | ₱ 12,000 (+ ₱ 1,000 per month of delay) | ₱ 14,000 (+ ₱ 1,000 per month of delay) | ₱ 16,000 (+ ₱ 1,000 per month of delay) | ₱ 18,000 (+ ₱ 1,000 per month of delay) |
₱ 5,000,001 to ₱ 10,000,000 | ₱ 12,500 (+ ₱ 1,000 per month of delay) | ₱ 15,000 (+ ₱ 1,000 per month of delay) | ₱ 17,500 (+ ₱ 1,000 per month of delay) | ₱ 20,000 (+ ₱ 1,000 per month of delay) | ₱ 22,500 (+ ₱ 1,000 per month of delay) |
Above ₱ 10,000,000 | ₱ 15,000 (+ ₱ 1,000 per month of delay) | ₱ 18,000 (+ ₱ 1,000 per month of delay) | ₱ 21,000 (+ ₱ 1,000 per month of delay) | ₱ 24,000 (+ ₱ 1,000 per month of delay) | ₱ 27,000 (+ ₱ 1,000 per month of delay) |
Table 3: SEC Penalties for Late Filing of Reportorial Requirements (GIS and AFS) for Foreign Stock Corporations
For foreign stock corporations (such as branches, representative offices, and regional operating headquarters or ROHQs), the imposable fines for late filing of GIS and AFS range from PHP 10,000 to PHP 54,000, depending on the accumulated income (AI), fund balance, or members’ equity, and the number of offenses.
BRACKET (based on accumulated income, fund balance, or members’ equity) | IMPOSABLE FINES – PER REPORT | ||||
1st Offense | 2nd Offense | 3rd Offense | 4th Offense | 5th Offense | |
Capital Deficiency | ₱ 10,000 | ₱ 12,000 | ₱ 14,000 | ₱ 16,000 | ₱ 18,000 |
Negative Retained Earnings (Deficit) | ₱ 10,000 (+ ₱ 500 penalty if filed after 30 days or + ₱ 6,000, if filed after 60 days) | ₱ 12,000 (+ ₱ 500 penalty if filed after 30 days or + ₱ 6,000, if filed after 60 days) | ₱ 14,000 (+ ₱ 500 penalty if filed after 30 days or + ₱ 6,000, if filed after 60 days) | ₱ 16,000 (+ ₱ 500 penalty if filed after 30 days or + ₱ 6,000, if filed after 60 days) | ₱ 18,000 (+ ₱ 500 penalty if filed after 30 days or + ₱ 6,000, if filed after 60 days) |
₱ 0 to ₱ 100,000 | ₱ 10,000 (+ ₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) | ₱ 12,000 (+ ₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) | ₱ 14,000 (+ ₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) | ₱ 16,000 (+ ₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) | ₱ 18,000 (+ ₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) |
₱ 100,001 to ₱ 500,000 | ₱ 15,000 (+ ₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) | ₱ 18,000 (+ ₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) | ₱ 21,000 (+ ₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) | ₱ 24,000 (+ ₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) | ₱ 27,000 (+ ₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) |
₱ 500,001 to ₱ 5,000,000 | ₱ 20,000 (+₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) | ₱ 24,000 (+ ₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) | ₱ 28,000 (+ ₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) | ₱ 32,000 (+ ₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) | ₱ 36,000 (+ ₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) |
₱ 5,000,001 to ₱ 10,000,000 | ₱ 25,000 (+ ₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) | ₱ 30,000 (+ ₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) | ₱ 35,000 (+ ₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) | ₱ 40,000 (+ ₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) | ₱ 45,000 (+ ₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) |
Above ₱ 10,000,000 | ₱ 30,000 (+ ₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) | ₱ 36,000 (+ ₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) | ₱ 42,000 (+ ₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) | ₱ 48,000 (+ ₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) | ₱ 54,000 (+ ₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) |
Table 4: SEC Penalties for Late Filing of Reportorial Requirements (GIS and AFS) for Foreign Non-Stock Corporations
For foreign non-stock corporations, the imposable fines for late filing of GIS and AFS range from PHP 5,000 to PHP 45,000, depending on the accumulated income (AI), fund balance, or members’ equity, and the number of offenses.
BRACKET (based on accumulated income, fund balance, or members’ equity) | IMPOSABLE FINES – PER REPORT | ||||
1st Offense | 2nd Offense | 3rd Offense | 4th Offense | 5th Offense | |
Negative Accumulated Income (Deficit) | ₱ 5,000 (+ ₱ 500 penalty if filed after 30 days or + ₱ 6,000, if filed after 60 days) | ₱ 6,000 (+ ₱ 500 penalty if filed after 30 days or + ₱ 6,000, if filed after 60 days) | ₱ 7,000 (+ ₱ 500 penalty if filed after 30 days or + ₱ 6,000, if filed after 60 days) | ₱ 8,000 (+ ₱ 500 penalty if filed after 30 days or + ₱ 6,000, if filed after 60 days) | ₱ 9,000 (+ ₱ 500 penalty if filed after 30 days or + ₱ 6,000, if filed after 60 days) |
₱ 0 to ₱ 100,000 | ₱ 5,000 (+ ₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) | ₱ 6,000 (+ ₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) | ₱ 7,000 (+ ₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) | ₱ 8,000 (+ ₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) | ₱ 9,000 (+ ₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) |
₱ 100,001 to ₱ 500,000 | ₱ 10,000 (+ ₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) | ₱ 12,000 (+ ₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) | ₱ 24,000 (+ ₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) | ₱ 16,000 (+ ₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) | ₱ 18,000 (+ ₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) |
₱ 500,001 to ₱ 5,000,000 | ₱ 15,000 (+ ₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) | ₱ 18,000 (+ ₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) | ₱ 21,000 (+ ₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) | ₱ 24,000 (+ ₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) | ₱ 27,000 (+ ₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) |
₱ 5,000,001 to ₱ 10,000,000 | ₱ 20,000 (+ ₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) | ₱ 24,000 (+ ₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) | ₱ 28,000 (+ ₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) | ₱ 32,000 (+ ₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) | ₱ 36,000 (+ ₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) |
Above ₱ 10,000,000 | ₱ 25,000 (+ ₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) | ₱ 30,000 (+ ₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) | ₱ 35,000 (+ ₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) | ₱ 40,000 (+ ₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) | ₱ 45,000 (+ ₱ 1,000 penalty if filed after 30 days or + ₱ 12,000, if filed after 60 days) |
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Updated Tables of SEC Fines and Penalties for Non-Filing of Reportorial Requirements
Table 5: SEC Penalties for Non-Filing of Reportorial Requirements (GIS and AFS) for Domestic Stock and One Person Corporations
For domestic stock corporations, including One Person Corporations (OPCs), the imposable fines for non-filing of reportorial requirements (i.e., beyond one year from the prescribed period), range from PHP 10,000 to PHP 54,000, depending on the retained earnings, fund balance or equity, and the number of offenses.
BRACKET (based on retained earnings, fund balance, or equity) | IMPOSABLE FINES – PER REPORT | ||||
1st Offense | 2nd Offense | 3rd Offense | 4th Offense | 5th Offense | |
Capital Deficiency | ₱ 10,000 | ₱ 12,000 | ₱ 14,000 | ₱ 16,000 | ₱ 18,000 |
Negative Retained Earnings (Deficit) | ₱ 10,000 (+ ₱ 500 per month of delay) | ₱ 12,000 (+ ₱ 500 per month of delay) | ₱ 14,000 (+ ₱ 500 per month of delay) | ₱ 16,000 (+ ₱ 500 per month of delay) | ₱ 18,000 (+ ₱ 500 per month of delay) |
₱ 0 to ₱ 100,000 | ₱ 10,000 (+ ₱ 1,000 per month of delay) | ₱ 12,000 (+ ₱ 1,000 per month of delay) | ₱ 14,000 (+ ₱ 1,000 per month of delay) | ₱ 16,000 (+ ₱ 1,000 per month of delay) | ₱ 18,000 (+ ₱ 1,000 per month of delay) |
₱ 100,001 to ₱ 500,000 | ₱ 15,000 (+ ₱ 1,000 per month of delay) | ₱ 18,000 (+ ₱ 1,000 per month of delay) | ₱ 21,000 (+ ₱ 1,000 per month of delay) | ₱ 24,000 (+ ₱ 1,000 per month of delay) | ₱ 27,000 (+ ₱ 1,000 per month of delay) |
₱ 500,001 to ₱ 5,000,000 | ₱ 20,000 (+ ₱ 1,000 per month of delay) | ₱ 24,000 (+ ₱ 1,000 per month of delay) | ₱ 28,000 (+ ₱ 1,000 per month of delay) | ₱ 32,000 (+ ₱ 1,000 per month of delay) | ₱ 36,000 (+ ₱ 1,000 per month of delay) |
₱ 5,000,001 to ₱ 10,000,000 | ₱ 25,000 (+ ₱ 1,000 per month of delay) | ₱ 30,000 (+ ₱ 1,000 per month of delay) | ₱ 35,000 (+ ₱ 1,000 per month of delay) | ₱ 40,000 (+ ₱ 1,000 per month of delay) | ₱ 45,000 (+ ₱ 1,000 per month of delay) |
Above ₱ 10,000,000 | ₱ 30,000 (+ ₱ 1,000 per month of delay) | ₱ 36,000 (+ ₱ 1,000 per month of delay) | ₱ 42,000 (+ ₱ 1,000 per month of delay) | ₱ 48,000 (+ ₱ 1,000 per month of delay) | ₱ 54,000 (+ ₱ 1,000 per month of delay) |
Table 6: SEC Penalties for Non-Filing of Reportorial Requirements (GIS and AFS) for Domestic Non-Stock Corporations
For domestic non-stock corporations, the imposable fines for non-filing of reportorial requirements (i.e., beyond one year from the prescribed period), range from PHP 10,000 to PHP 36,000 depending on the retained earnings, fund balance or equity, and the number of offenses.
BRACKET (based on retained earnings, fund balance, or equity) | IMPOSABLE FINES – PER REPORT | ||||
1st Offense | 2nd Offense | 3rd Offense | 4th Offense | 5th Offense | |
Negative Fund Balance or Equity (Deficit) | ₱ 10,000 (+ ₱ 500 per month of delay) | ₱ 12,000 (+ ₱ 500 per month of delay) | ₱ 14,000 (+ ₱ 500 per month of delay) | ₱ 16,000 (+ ₱ 500 per month of delay) | ₱ 18,000 (+ ₱ 500 per month of delay) |
₱ 0 to ₱ 100,000 | ₱ 10,000 (+ ₱ 1,000 per month of delay) | ₱ 12,000 (+ ₱ 1,000 per month of delay) | ₱ 14,000 (+ ₱ 1,000 per month of delay) | ₱ 16,000 (+ ₱ 1,000 per month of delay) | ₱ 18,000 (+ ₱ 1,000 per month of delay) |
₱ 100,001 to ₱ 500,000 | ₱ 12,500 (+ ₱ 1,000 per month of delay) | ₱ 15,000 (+ ₱ 1,000 per month of delay) | ₱ 17,500 (+ ₱ 1,000 per month of delay) | ₱ 20,000 (+ ₱ 1,000 per month of delay) | ₱ 22,500 (+ ₱ 1,000 per month of delay) |
₱ 500,001 to ₱ 5,000,000 | ₱ 15,000 (+ ₱ 1,000 per month of delay) | ₱ 18,000 (+ ₱ 1,000 per month of delay) | ₱ 21,000 (+ ₱ 1,000 per month of delay) | ₱ 24,000 (+ ₱ 1,000 per month of delay) | ₱ 27,000 (+ ₱ 1,000 per month of delay) |
₱ 5,000,001 to ₱ 10,000,000 | ₱ 17,500 (+ ₱ 1,000 per month of delay) | ₱ 21,000 (+ ₱ 1,000 per month of delay) | ₱ 24,500 (+ ₱ 1,000 per month of delay) | ₱ 28,000 (+ ₱ 1,000 per month of delay) | ₱ 31,500 (+ ₱ 1,000 per month of delay) |
Above ₱ 10,000,000 | ₱ 20,000 (+ ₱ 1,000 per month of delay) | ₱ 24,000 (+ ₱ 1,000 per month of delay) | ₱ 28,000 (+ ₱ 1,000 per month of delay) | ₱ 32,000 (+ ₱ 1,000 per month of delay) | ₱ 36,000 (+ ₱ 1,000 per month of delay) |
Table 7: SEC Penalties for Non-Filing of Reportorial Requirements (GIS and AFS) for Foreign Stock Corporations
For foreign stock corporations (such as branches, representative offices, and regional operating headquarters or ROHQs), the imposable fines for non-filing of reportorial requirements (i.e., beyond 60 days from the anniversary date of the issuance of the SEC licence) range from PHP 10,000 to PHP 90,000, depending on the accumulated income (AI), fund balance or members’ equity, and the number of offenses.
BRACKET (based on accumulated income, fund balance, or member’s equity) | IMPOSABLE FINES – PER REPORT | ||||
1st Offense | 2nd Offense | 3rd Offense | 4th Offense | 5th Offense | |
Capital Deficiency | ₱ 10,000 | ₱ 12,000 | ₱ 14,000 | ₱ 16,000 | ₱ 18,000 |
Negative Accumulated Income (Deficit) | ₱ 10,000 (+ ₱ 6,000 penalty) | ₱ 12,000 (+ ₱ 6,000 penalty) | ₱ 14,000 (+ ₱ 6,000 penalty) | ₱ 16,000 (+ ₱ 6,000 penalty) | ₱ 18,000 (+ ₱ 6,000 penalty) |
₱ 0 to ₱ 100,000 | ₱ 10,000 (+ ₱ 12,000 penalty) | ₱ 12,000 (+ ₱ 12,000 penalty) | ₱ 14,000 (+ ₱ 12,000 penalty) | ₱ 16,000 (+ ₱ 12,000 penalty) | ₱ 18,000 (+ ₱ 12,000 penalty) |
₱ 100,001 to ₱ 500,000 | ₱ 20,000 (+ ₱ 12,000 penalty) | ₱ 24,000 (+ ₱ 12,000 penalty) | ₱ 28,000 (+ ₱ 12,000 penalty) | ₱ 32,000 (+ ₱ 12,000 penalty) | ₱ 36,000 (+ ₱ 12,000 penalty) |
₱ 500,001 to ₱ 5,000,000 | ₱ 30,000 (+ ₱ 12,000 penalty) | ₱ 36,000 (+ ₱ 12,000 penalty) | ₱ 42,000 (+ ₱ 12,000 penalty) | ₱ 48,000 (+ ₱ 12,000 penalty) | ₱ 54,000 (+ ₱ 12,000 penalty) |
₱ 5,000,001 to ₱ 10,000,000 | ₱ 40,000 (+ ₱ 12,000 penalty) | ₱ 48,000 (+ ₱ 12,000 penalty) | ₱ 56,000 (+ ₱ 12,000 penalty) | ₱ 64,000 (+ ₱ 12,000 penalty) | ₱ 72,000 (+ ₱ 12,000 penalty) |
Above ₱ 10,000,000 | ₱ 50,000 (+ ₱ 12,000 penalty) | ₱ 60,000 (+ ₱ 12,000 penalty) | ₱ 70,000 (+ ₱ 12,000 penalty) | ₱ 80,000 (+ ₱ 12,000 penalty) | ₱ 90,000 (+ ₱ 12,000 penalty) |
Table 8: SEC Penalties for Non-Filing of Reportorial Requirements (GIS and AFS) for Foreign Non-Stock Corporations
For foreign non-stock corporations (such as branches, representative offices, and regional operating headquarters or ROHQs), the imposable fines for non-filing of reportorial requirements (i.e., beyond 60 days from the anniversary date of the issuance of the SEC license) range from PHP 10,000 to PHP 54,000, depending on the accumulated income (AI), fund balance or members’ equity, and the number of offenses.
BRACKET (based on accumulated income, fund balance, or member’s equity) | IMPOSABLE FINES – PER REPORT | ||||
1st Offense | 2nd Offense | 3rd Offense | 4th Offense | 5th Offense | |
Negative Accumulated Income (Deficit) | ₱ 10,000 (+ ₱ 6,000 penalty) | ₱ 12,000 (+ ₱ 6,000 penalty) | ₱ 14,000 (+ ₱ 6,000 penalty) | ₱ 16,000 (+ ₱ 6,000 penalty) | ₱ 18,000 (+ ₱ 6,000 penalty) |
₱ 0 to ₱ 100,000 | ₱ 10,000 (+ ₱ 12,000 penalty) | ₱ 12,000 (+ ₱ 12,000 penalty) | ₱ 14,000 (+ ₱ 12,000 penalty) | ₱ 16,000 (+ ₱ 12,000 penalty) | ₱ 18,000 (+ ₱ 12,000 penalty) |
₱ 100,001 to ₱ 500,000 | ₱ 15,000 (+ ₱ 12,000 penalty) | ₱ 18,000 (+ ₱ 12,000 penalty) | ₱ 21,000 (+ ₱ 12,000 penalty) | ₱ 24,000 (+ ₱ 12,000 penalty) | ₱ 27,000 (+ ₱ 12,000 penalty) |
₱ 500,001 to ₱ 5,000,000 | ₱ 20,000 (+ ₱ 12,000 penalty) | ₱ 24,000 (+ ₱ 12,000 penalty) | ₱ 28,000 (+ ₱ 12,000 penalty) | ₱ 32,000 (+ ₱ 12,000 penalty) | ₱ 36,000 (+ ₱ 12,000 penalty) |
₱ 5,000,001 to ₱ 10,000,000 | ₱ 25,000 (+ ₱ 12,000 penalty) | ₱ 30,000 (+ ₱ 12,000 penalty) | ₱ 35,000 (+ ₱ 12,000 penalty) | ₱ 40,000 (+ ₱ 12,000 penalty) | ₱ 45,000 (+ ₱ 12,000 penalty) |
Above ₱ 10,000,000 | ₱ 30,000 (+ ₱ 12,000 penalty) | ₱ 36,000 (+ ₱ 12,000 penalty) | ₱ 42,000 (+ ₱ 12,000 penalty) | ₱ 48,000 (+ ₱ 12,000 penalty) | ₱ 54,000 (+ ₱ 12,000 penalty) |
Table 9: Late and Non-Compliance with MC 28, s. 2020
Additionally, for late and non-compliance with SEC MC 28, the imposable fine has also been increased to PHP 20,000 (previously, PHP 10,000).
VIOLATION | IMPOSABLE FINES |
Late Filing and Non-Compliance with MC 28, s. 2020 | ₱ 20,000 |
How to Avoid the Costly SEC Penalties for Non-Compliance
Non-compliance with the SEC reportorial requirements does not just hurt your company’s reputation—it can hit your bottom line hard. Whether your company misses a deadline or fails to update your corporate records, the fines and penalties can really be costly—but avoidable. Here are some tips on how your company can avoid these fines and penalties:
1. Understand Your Company’s Compliance Obligations.
Start with the basics. Your company must comply with the periodic submission of your General Information Sheet (GIS) and Audited Financial Statements (AFS). Other special filings, such as the corporate amendments, beneficial ownership disclosures, etc., must also be processed as mandated by law and by the regulations of the commission.
2. Keep Track of Your Filing Deadlines.
Deadlines may vary depending on your company type, fiscal year, meeting dates, and other factors. To keep track of the filing deadlines that apply to your company and stay on schedule, you may use a compliance calendar or work closely with your corporate secretary.
3. Maintain Updated Corporate Records.
Don’t wait until the last minute to draft and gather the documents. Always keep your corporate records updated. Ensure that your Articles of Incorporation (AOI), bylaws, board resolutions, contact details, and other documents are current and properly filed based on the most recent changes in your company.
4. Pay Attention to SEC Advisories.
As the registrar and overseer of the Philippine corporate sector, the SEC regularly issues memos, notices, and updates to filing procedures or requirements through their online portals. Ignorance of updated regulations does not excuse non-compliance or late compliance.
5. Outsource Your Company’s SEC Compliance Needs.
If you’re unsure about your compliance requirements, consult a corporate lawyer or better outsource your corporate filings to a reliable service provider. In most cases, the cost of seeking professional help or outsourcing filing services is far less than the fines and penalties.
… and you might just need our assistance.
At FilePino, we ensure our team stays updated with the latest rules and regulations governing business compliance across various government agencies. We also leverage our extensive experience and expertise in navigating the intricacies of transactions.
Need help with your SEC compliance reports and filings? Set up a consultation with FilePino today! Call us at (02) 8478-5826 (landline) and 0917 892 2337 (mobile) or send an email to [email protected].
