SEC to keep own financial filing rules


THE Securities and Exchange Commission (SEC) on Tuesday said it will stick to its own rules and regulations governing the filing of audited financial statements despite the issuance of a new policy from the Board of Accountancy (BOA) imposing a new requirement on corporate filers.

In a statement, the corporate regulator said it has informed the BOA, a unit of the Professional Regulation Commission (PRC), of its decision to maintain its own rules and regulations on the filing of financial statements.

The reportorial and filing season of financial documents is scheduled to start next month.

“The existing SEC rules do not require the new BOA policy requirements,” the agency said.

Companies under the regulatory powers of the SEC are required to file their audited financial statements with the latter after these documents are stamped and cleared by the Bureau of Internal Revenue (BIR).

The BOA, however, through its Resolution 3-2016, issued a new requirement in the filing of financial documents, requiring filers to file a new document called a “certificate of preparation and disclosure note.”

The BOA resolution requires that the said new document should be signed by another certified public accountant not being engaged by the company to prepare their own financial statements.

“The SEC stresses that it is the Board of Accountancy of the Professional Regulation Commission, and not the SEC, that requires compliance with BOA Resolution 3-2016,” the agency said.

In a related matter, the corporate regulator reminded corporations that it has relaxed the principal office address requirement imposed on corporations and partnerships to ease the burden on the companies.

SEC Memorandum Circular 03 issued in 2006 requires corporations and partnerships to specifically indicate in the Articles of Incorporation or Partnerships the specific address of their principal office, which shall include the street number, street name, barangay, city or municipality; and specific residence address of each incorporator, stockholder, director, trustee or partner.

“Metro Manila” is not allowed as an address of the principal office. Hence, a change in any details of the principal office address will necessitate a filing of an Amended Articles of Incorporation or Partnership, the SEC said.

To ease the burden on affected corporations and partnerships in amending their Articles
of Incorporation (AOI) whenever there is a change in the principal office address, the agency issued SEC Memorandum Circular 16 in 2014.

The law provides that any amendment in the AIO requires the approval of the corporation’s shareholders representing at least two-thirds of the company’s outstanding capital stock.

With the present circular (MC-16), corporations are no longer required to amend their Articles of Incorporation and Partnership when the entity moves to another location, provided the new principal office is still within the same city or municipality.

The entities, however, must declare their new or present specific address in their General Information Sheet within 15 days from transfer to their new location.

Companies submit their respective General Information Sheets to the SEC on an annual basis.

“As the corporate watchdog, the SEC, in pursuit of full disclosure in all filings and applications, has to ensure no fraud or misrepresentation is committed by filers and applicants,” the agency said.


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