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Recent developments

The Philippine Securities and Exchange Commission (SEC), in a Notice dated 18 March 2020, made the following amendments to SEC Memorandum Circular No. 5 Series of 2020 (SEC MC No. 5), which extended the period for submission of Annual Reports and Annual Financial Statements (AFS) of Philippine companies:

  • extended the grant of an extension of time to file Annual Reports (SEC Form 17-A) and AFS to companies whose fiscal year ended on 30 November 2019; and
  • dispensed with the sworn certifications required of both publicly listed and non-publicly listed companies

Please see our previous Client Alert on SEC MC No. 5 here. The Notice is intended to further address the challenges faced by companies in light of the enhanced community quarantine measures imposed by the Philippine government.

What the regulation says

Publicly listed companies whose preparation of Annual Reports and completion of statutory audits are affected by COVID-19 must submit a written request to the SEC for an extension of time to file its Annual Report (SEC Form 17-A), not later than five days before the filing deadline. This written request should include an indicative date for the holding of its annual stockholders’ meeting (or if the meeting has already been held, the date the meeting was held).

Pursuant to SEC Memorandum No. 7 Series of 2020 (SEC MC No. 7), submission of this request for extension may be accomplished through the following:

  • SEC Express Nationwide Submission (SENS) – companies may submit the request for extension by logging on to, accomplishing, printing and signing the SENS form, checklist and undertaking, and sending the relevant documents to the SEC via courier; or
  • the Philippine Postal Corp. or by ordinary mail – companies may submit the request for extension by registered mail through the Philippine Postal Corp. If registry services are unavailable, reports and other documents may be filed, together with an Affidavit of Service, through ordinary mail or private courier. However, this option is impacted by the suspension of operations of the Philippine Postal Corp. until 12 April 2020. Non-publicly listed companies should simply file their AFS on the dates provided in SEC MC No. 5.

Actions to consider

Companies whose preparation of Annual Reports or AFS are affected by COVID-19 may wish to avail of the extension of time to submit their Annual Report or AFS, as the case may be, as provided under SEC MC No. 5. Publicly listed companies should submit the written request required under SEC MC No. 5, within the timeline prescribed. Non-publicly listed companies need not file a written request, and should simply file their AFS on 30 June 2020, or within 60 days from the date of lifting of the travel restrictions by the concerned government authority, as the case may be.


Maria Christina Macasaet-Acaban is a partner, and the head of the Corporate & Commercial Practice Group, the Healthcare Industry Group, and the Competition Focus Group, in Quisumbing Torres, a member firm of Baker & McKenzie International. She is a member of Baker & McKenzie International's Asia Pacific Healthcare Steering Committee, and the Asia Pacific Competition Steering Committee. She has 19 years of experience advising and representing multinational corporations on domestic and cross-border transactions.


Alain Charles Veloso is a partner in Quisumbing Torres’ Corporate & Commercial Practice Group. He has 11 years of legal practice, advising several investment banks, funds, and multinational corporations with regard to their transactions in the Philippines, including private and public M&A transactions, debt, and equity capital markets transactions, and structuring and establishment of their Philippine presence, as applicable.


Alexandra Castro-Samson is a mid-level associate working with Quisumbing Torres' Corporate & Commercial Practice Group and a member of the Energy, Mining & Infrastructure Industry Group. She has six years of experience working on various corporate matters for clients in the energy, mining and infrastructure, information technology and telecommunications, retail and distribution, and business process outsourcing sectors.