Published — June 1, 2022
The following post does not create a lawyer-client relationship between Alburo Alburo and Associates Law Offices (or any of its lawyers) and the reader. It is still best for you to engage the services of your own lawyer to address your legal concerns, if any.
Also, the matters contained in the following were written in accordance with the law, rules, and jurisprudence prevailing at the time of writing and posting, and do not include any future developments on the subject matter under discussion.
Aside from filing of GIS in SEC, here’s how you can register your corporation: How to register your corporation with the SEC
The Revised Corporation Code requires corporations, stock or non-stock, to report either the names, nationalities, shareholdings, and residence address of the elected directors, trustees, and officers, or the fact of non-holding of such any election, within thirty (30) days from the scheduled date of election. Corporations, under Part II of Securities and Exchange Commission (SEC) Memorandum Circular No. 2, Series of 2020, are required to file their General Information Sheets within thirty (30) calendar days from the date of actual annual stockholder’s meeting for stock corporations or date of actual member’s meeting for non-stock corporations.
With the inevitable impact of Covid-19 outbreak on the regular operations of registered corporations, and to ease the burden on the business sector, the SEC, through its Memorandum Circular No. 9, Series of 2020, resolved to adopt the following measures:
a. Where Election of Directors, Trustees, and Officers was held.
The General Information Sheet (GIS) shall be submitted within thirty (30) days from actual meeting through mail (ordinary or registered), private courier, or email at mlmiwanag@sec.gov.ph, mdtmabuyo@sec.gov.ph, or cmdnotice@sec.gov.ph
Please take note that the reckoning period of the date of submission of report shall be as follows:
i. For mail (ordinary or registered): date of mailing as stamped “received” by the post office;
ii. For private courier: date of actual receipt of SEC; and
iii. For electronic means: date of receipt of SEC system as reflected in the email date and hour. The hard copy shall be filed within thirty (30) days from the lifting of the emergency/outbreak and attaching the e-mail notification for ease of reference.
b. When Annual meeting and Election of Directors, or Officers is not held due to health and safety reasons relating to the COVID-19 disease.
The non-holding of such election shall be reported to the SEC through a notice within thirty (30) days from the original meeting date either through mail, courier or by electronic means. The notice shall be accompanied by a statement specifying a new date for election which is within sixty (60) days from the originally scheduled date.
c. Non-holding of Annual meeting of Election of Directors, Trustees, or Officers due to other causes.
The non-holding of election due to reasons other than health and safety reasons relating to the COVID-19 disease as well as the non-holding of election originally scheduled on dates outside the covered period (March 1, 2020 to May 31, 2020), shall be reported to the SEC within thirty (30) days from the date of scheduled election which shall not be later than sixty (60) days from the scheduled date.
The period covered may nevertheless be extended upon evaluation of ensuing developments relative to the COVID-19 and the Enhanced Community Quarantine.
Alburo Alburo and Associates Law Offices specializes in business law and labor law consulting. For inquiries, you may reach us at info@alburolaw.com, or dial us at (02)7745-4391/0917-5772207.
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