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Compliance Reporting Requirements in the Philippines: A Guide for Security Issuers

The Securities and Exchange Commission (SEC) has outlined specific compliance reporting requirements for security issuers in the Philippines. These reports are crucial in ensuring transparency and accountability among publicly listed companies.

Annual Reports (AR)

  • Document Type: SEC Form 17-A
  • Description: Annual Report
  • Due Date: Within 105 calendar days from the end of the fiscal year

Quarterly Reports (QR)

  • Document Type: SEC Form 17-Q
  • Description: Interim Financial Statements and Interim Management’s Discussion
  • Due Date: Within 45 calendar days after the end of the quarter

Notice of Inability to File AR and QR (LI)

  • Document Type: SEC Form 17-L
  • Description: Notice of Inability to File AR and QR
  • Due Date: On or before the required due date of filing the Annual or Quarterly Report

Suspension of Reporting Requirements (SR)

  • Document Type: SEC Form 17-EX*
  • Description: Notice of suspension of filing of reports
  • Eligibility Criteria: First day of fiscal year has less than 100 holders of such class of securities or such other numbers as the Commission shall prescribe and it notifies the Commission of such.

Current Reports (CR)

  • Document Type: SEC Form 17-CC
  • Description: Report containing disclosure to the public of every material fact or event that occurs, which would reasonably be expected to affect investor’s decisions in relation to those securities.
  • Due Date: Within five (5) calendar days after the occurrence of the event reported.

Preliminary Information Statement (PIS)

  • Document Type: SEC Form 20-IS
  • Description: Preliminary Information Statement
  • Filing Fee: Php7,575.00 (inclusive of 1% LRF)
  • Proxy Solicitation: Php5,050.00 (inclusive of 1% LRF)
  • Due Date: At least 10 business days prior to the date the definitive copies shall be sent/given.

Definitive Information Statement (DIS)

  • Document Type: SEC Form 20-ISA
  • Description: Definitive Information Statement
  • Due Date: At least 15 business days prior to the meeting date

General Information Sheet (GIS)

  • Document Type: SEC Form GIS
  • Description: General Information Sheet
  • Due Date: Within 30 calendar days following the date of stockholder’s meeting per bylaws. If no meeting was held on that calendar year, on or before January 30th of the following year.

Secretary’s Certificate on the Attendance of Board of Directors (SC)

  • Document Type: Secretary’s Certificate
  • Description: Certificate of Attendance of Directors in meetings of the Board of Directors
  • Due Date: On or before January 30th of the following year

Compliance Officer’s Certification (COC)

  • Document Type: Compliance Officer’s Certification
  • Description: Certification by the Compliance Officer as to the extent of company’s compliance with its Manual on Corporate Governance
  • Due Date: On or before January 30th of the following year

Monthly Sales and Redemption Report (MSRR)

  • Document Type: SEC Form [insert form number]
  • Description: It contains the amount and number of shares sold and redeemed, percentage of retail and institutional investors and the average NAV for the particular month.
  • Due Date: Within 30 days from effectivity of the order declaring effective the registration of the investment company. Then within 10 days after the end of each month.

Reporting Requirements for Beneficial Owners/Directors/Officers

  • SEC Form 18-A: Reports of 5% owner
    • For ordinary buyers – Within 5 business days from the acquisition
    • For qualified buyers – Within 45 calendar days after the end of the fiscal year
  • SEC Form 23-A: Reports of Directors and Officers and holders of more than 10%
    • Within 10 calendar days after the effective date of registration or after becoming an officer, director or holder of 10%
  • SEC Form 23-B: Within 10 calendar days after the close of each calendar month thereafter

Note that despite the filing of Notification of Suspension of Duty to File Reports Under Sec. 17.2, registrants are still required to comply with Corporate Governance and ICA-IRR reportorial requirements and file an Audited Financial Statement (AFS) within 120 calendar days after the end of the fiscal year or such period as may be prescribed by the Commission through a Memorandum Circular.