Philippines – Musings On Corporate E-filing.

3 August 2020
 

Stalled deadlines and stagnant applications have been jolted to momentum upon the issuance of government agencies of their own various guidelines regarding their new procedural filing systems during this time of the pandemic. Not surprisingly, the predominant mode of filing has become electronic, with the agencies implementing their own online filing method. This method shall be referred to as “e-filing.”
 

These new procedures have been met with mixed reactions such as worry and anxiety, particularly whether or not the filing has been correctly made. Imagine, after clicking the send button, there is no turning back. There is no chance to include a missing attachment or staple an omitted document. It is either the application has been properly made or not. Electronic filing may also be quite a task to those who do not have ready or stable Internet access.
 

Aside from these initial concerns, e-filing is certainly a welcome and timely development especially during this pandemic. Take the online filing method of the Securities and Exchange Commission (SEC). Even during ECQ, the SEC has been very efficient in ensuring the filing of reportorial requirements, with its issuance of SEC Memorandum Circular 10 Series of 2020 or the Guidelines on Submission by Electronic Mail of General Information Sheet (GIS), Audited Financial Statements (AFS), Forms and Documents Required under Existing Laws, Rules and Regulations, and Recognition of Electronic Signature, where the reportorial requirements may simply be emailed.
 

SEC Memorandum Circular 10 Series of 2020 has been modified by SEC Memorandum Circular 18 Series of 2020, which outlines the procedures in the filing of AFS and GIS after the community quarantine. This circular allows the filing of the GIS and the AFS via email prior to the submission of the hard copies through the SEC Express Nationwide Submission (SENS). Receipts to the submission were automatically generated, followed by the confirmation of submission within three days. For reports filed via email during the quarantine, the reckoning date of receipt shall be the date stated in the Acknowledgement Confirmation.
 

The SEC notes, however, that upon lifting of the community quarantine, the corporation may directly file the hard copy of the reports through SENS (courier/Philpost).
 

Another gem is SEC Notice dated 17 March 2020, that publicly-listed companies may file their corporate disclosures with the PSE Disclosure Generation Technology (PSE EDGE), and that all reports disclosed via PSE EDGE shall be considered as having filed with the SEC.
 

As of this writing, the latest SEC issuance on e-filing is SEC Notice dated 24 June 2020. Accordingly, e-filing remains to be one of the recognized modes of submitting reportorial requirements for covered companies in the National Capital Region whether the area may be under enhanced community quarantine (ECQ), modified ECQ (MECQ) or general community quarantine (GCQ).
 

SEC Notice dated 24 June 2020 provides the chosen mode of submission is via email, scanned copies of the printed or hard copied of documents with wet signatures and proper notarization may be sent in portable document format (pdf) to the SEC Corporate Governance and Finance Department (CGFD) and Information and Communications Technology Department (ICTD). The documents have been classified under: documents which require payment (filing or processing fees) and documents which do not require payment. Documents, where payment is required, have to be emailed to the CGFD Account at cgfd@sec.gov.ph; otherwise, they shall be sent to the ICTD account at ictdsubmission@sec.gov.ph, copy furnished the CGFD Account.
 

It was also clarified that unless otherwise required by the SEC, the submission of documents through email shall constitute full and official submission, such that the covered company shall no longer be required to file the hard copies provided that all the requirements for each type of document are complied with. These specific requirements refer to notarization, notarized certification and payment of filing fees.
 

The date of filing shall be deemed to be the date the email was sent to the CGFD or ICTD account, as the case may be. It must be noted that the e-filing must be made on or before 5 p.m. on a working day, else, this shall be considered filed on the next business day. The e-filing must also consider if the documents require pre-evaluation and/or payment of processing fees, as these should be completed in order for the documents to be deemed filed.
 

The initial feedback from our associates to this e-filing system has been very positive. It would indeed be excellent if this e-filing system be continuously utilized even beyond the quarantine as this has been proved to be an efficient, effective, and most of all, safe way of handling daily filing requirements.
 

First published on The Daily Tribune.