SEC Memorandum Circular No. 16

Suspension of the per month of delay penalty for late and non-filing of reportorial requirements under SEC Memorandum Circular No. 06, Series of 2024

SECTION 1. SUSPENSION OF THE PER MONTH OF DELAY PENALTY.

The imposition and enforcement of the per month of delay penalty prescribed under SEC Memorandum Circular No. 06, Series of 2024, for the late and non-filing of the Annual Financial Statements (AFS) and General Information Sheet (GIS) by all domestic and foreign corporate subject to the Commission’s jurisdiction is hereby suspended, until further order, on a prospective basis from the date of effectivity of this Circular.

SECTION 2. COVERAGE AND UNIFORM APPLICATION

This suspension applies uniformity to all domestic corporation (stock, non-stock, and one person corporations) and all stock and non-stock foreign corporations subject to MC 06-2024, without distinction as to capitalization, retained earnings, or the number of prior offenses.

SECTION 3. PROSPECTIVE APPLICATION; NO RETROACTIVE EFFECT

The suspension shall take effect prospectively from the date of effectivity of this Circular. For corporations with pending applications for monitoring as of such date, the Monthly Penalty shall no longer be imposed. For corporations that have received a final assessment but have not yet settled payment thereof, the Company Registration and Monitoring Department (CRMD) and the Extension Offices (EOs) shall coordinate the issuance of updated monitoring assessments removing the per month of delay penalty component therefrom.

The suspension shall not, however, be constructed to extinguish, waive, or reduce any Monthly Penalty already assessed and settled to the effectivity of this Circular. Assessments fully paid prior to effectivity shall be deemed final and shall not be subject to refund or credit by reason of this suspension.

SECTION 4. BASE FINE REMAINS IMPOSIBLE

This suspension is directed solely at the per month of delay penalty component of MC 06-2024. The base fine for late and non-filing under MC 06-2024 shall continue to apply in accordance with the existing penalty schedule prescribed therein.

SECTION 5. FILING OBLIGATION UNAFFECTED

The suspension of the Monthly Penalty shall not suspend, defer, or qualify the obligation of all covered corporations to file their AFS and GIS within the periods prescribed under the Revised Corporation Code of the Philippines and the Commission’s issuances. All corporations remain under a continuing duty to comply with reportorial requirements in accordance with existing rules.

SECTION 6. DURATION

This suspension shall be in force from the date of effectivity of this Circular until 31 December 2026. Upon expiration of this period, the per month of delay penalty under MC 06-2024 shall automically become imposable again without need of further issuance or notice, and the Commission shall resume the imposition and enforcement thereof in accordance with the existing penalty scheduled prescribed in MC 06-2024.

For the avoidance of doubt, all monitoring requests lodged through the Commission’s official monitoring channel (i.e., eWATCH system) on or after 01 January 2027 shall be subject to Monthly Penalty in accordance with MC 06-2024. The date of lodgement of the monitoring request through the official channel shall be operative date for determining the applicability of the Monthly Penalty.

The Commission reserves the right to lift, modify, or extend this suspension prior to 31 December 2026 by means of a subsequent resolution or issuance, as circumstances may warrant.