Philippines - SEC Amnesty Final Extension.

November 23, 2023 by Rohin Pujari

The Philippine Securities and Exchange Commission (“SEC”) issued SEC Memorandum Circular No. 20, series of 2023, titled Final Extension of Amnesty Applications until 31 December 2023 (the “Circular”) to grant a final extension up to December 31, 2023 for amnesty applications for late and non-filing of general information sheets (“GIS”), annual financial statements (“AFS”), as well as non-compliance with SEC Memorandum Circular No. 28, series of 2020 (Requirement for Corporations, Partnerships, Associations and Individuals to Create and/or Designate Email Account Address and Cellphone Number for Transactions with the Commission) (“MC28”).

Corporations have until December 31, 2023 to signify their intent to apply for amnesty through an Expression of Interest in the Electronic Filing and Submission Tool (“eFAST”) and settle the following amnesty fees:

For non-compliant corporations – PhP5,000.00
For suspended or revoked corporations – 50% of the total assessed penalties and an initial petition fee of PhP3,060.00.

Thereafter, the updated scale of fines and penalties shall be implemented starting January 1, 2024.

The Circular provides that the submission period of reportorial requirements is until January 31, 2024. This means that the period from January 1 to January 31, 2024 shall only be for the uploading and submission of the required documents.

Non-compliant corporations shall have until January 31, 2024 to upload and submit their AFS and GIS. For corporations whose Certificates of Incorporation have been suspended or revoked, their respective Petitions to Lift Order of Suspension or Revocation, shall be uploaded and submitted together with their latest due AFS and GIS. They shall also submit additional requirements in support of their respective Petitions to Lift Order of Suspension or Revocation not later than January 31, 2024.

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WRITTEN BY

For further information, please contact:

Imelda A. Manguiat – SyCipLaw,
iamanguiat@syciplaw.com

Imelda A. Manguiat is a senior partner in SyCip Salazar Hernandez & Gatmaitan (SyCipLaw) and is the head of its Corporate Services Department. She specializes in foreign investments, mergers and acquisitions and power and infrastructure projects.

Ms. Manguiat has extensive experience in foreign investments, joint ventures, mergers and acquisitions across various industry sectors, including telecommunications, real property development, retail, e-commerce and the manufacturing sectors. Some of the more significant deals she was involved in were the acquisition by Coca-Cola FEMSA of a majority stake in Coca-Cola Bottlers Philippines, Inc., the investment by NTT Communications, Inc. in Smart Communications, Inc. and in PLDT, the joint venture between Kingdom Hotels Inc. and Ayala Land, Inc. for the development of the Fairmont Hotel and Raffles Residences, and the joint venture among Isetan Mitsukoshi Holdings, Ltd., Nomura Real Estate Development Co., Ltd. and Federal land, Inc. for the development of the mixed-use commercial and residential building. More recently, she acted as counsel in the joint venture between the Kering Group and the local retailer Stores Specialists, Inc. for the retail of the Gucci brand in the Philippines.

Ms. Manguiat has acted as legal counsel to the proponents in various power projects in the Philippines, among them, the 1200 MW Ilijan natural gas power plant and the 200 MW Cebu coalfired power plant, from the development stage up to the project financing stage. She also acted as ounsel to one of the bidders in the bidding for the 630 MW Masinloc coal-fired power plant and the 210 MW STEAG State Power Plant. She advised KEPCO Philippines Holdings in the acquisition of a significant minority stake in a solar power project.

Aside from the power sector, she was involved in other major infrastructure projects in the Philippines, such as the MRT 3 rail transit system, where she acted for the proponents, and the Ninoy Aquino International Airport Terminal 3, where she acted for the project lenders.

She is a director and/or Corporate Secretary in various companies in the Philippines. She has been practicing law for 35 years, including two years with a Japanese law firm, where she was a foreign legal associate. She taught Foreign Investments and Investment Incentives Law at the Ateneo de Manila University School of Law.

She is a fellow of the Institute of Corporate Directors and lectures on laws applicable to non-stock non-profit corporations.

She has written various articles on doing business and mergers and acquisitions laws in the Philippines. Her most recent articles are the Philippine portion of FDI and M&A Overview published by De Heng Law Offices in 2022 and the Philippine portion of the book M&A Legislation in Emerging Asian Countries published by Mori Hamada & Matsumoto in 2020 (third edition).

Admission to the Bar

1988, Philippines (9th Place)

Education

University of the Philippines (B.S.B.E., cum laude; LL.B.)

Related Links:

• SEC Amnesty Final Extension

• A Discussion on Directors’ Duties, Responsibilities and Disclosure Obligations on Climate Change Risks

• Amendment of SEC Memorandum Circular No. 2, Series of 2023, and Extending the Deadline of Amnesty Applications (SEC MC No. 6-2023)

• Increased Penalties and Additional Non-Financial Penalties for Non-Compliance with the Beneficial Ownership Disclosure (SEC MC 10-2022)

• SyCipLaw Recepti o n

• Lexology Aviation Navigator: Philippines

• Getting the Deal Through: Aviation Finance & Leasing 2017