The General Information Sheet is a document embodying certain information about the corporation which is signed and attested to by the Corporate Secretary and usually filed annually with the SEC.
It is mandatory for a corporation to submit its GIS.
Section 177 of Republic Act No. 11232, otherwise known as the Revised Corporation Code of the Philippines, mandates all corporations to submit annually a General Information Sheet (“GIS”) with the Securities and Exchange Commission (SEC). The GIS is a document embodying certain information about the corporation which is signed and attested to by the Corporate Secretary. The SEC collects this information in the GIS for regulatory purposes based on the SEC’s mandate to ensure full and timely disclosure of material information, protect investors and minimize fraudulent or manipulative devices and practices that distort the free market. Additionally, it is also used to detect and prevent money laundering.
Before the quarantine, the GIS should be submitted within 30 days from the annual stockholders’ meeting. However, at present, the deadline has been changed to 90 days from said meeting.
Pursuant to SEC Memorandum Circular No. 1, series of 2019, all corporations shall file their GIS within 30 calendar days from:
1. Stock Corporations – date of actual annual stockholders’ meeting
2. Non-stock Corporations – date of actual annual members meeting
3. Foreign Corporations – anniversary date of the issuance of the SEC License
In view of the community quarantine imposed in the Philippines, the SEC issued its Notice dated 31 March 2021 and adjusted the abovementioned deadlines. Thus, as it stands at present, the GIS must be submitted within ninety (90) calendar days after the Annual Stockholders’ Meeting or Annual Members’ Meeting of the Directors, Trustees and Officers of the corporation, as fixed in the bylaws or as determined by the Board of Directors/Trustees.
If there is any change in the directors, trustees or officers due to death, resignation election, or cessation of office outside the usual annual meeting, such changes must be reported within thirty (30) calendar days from the occurrence of the incident through an Amended GIS.
Late filing or failure to file the GIS will result in the imposition of fines on the erring corporation.
The GIS must be submitted electronically with the SEC using its OST.
In adherence to the implementation of the Online Submission Tool (OST) of the SEC as provided for under Memorandum Circular No. 3, series of 2021, the GIS must be submitted electronically to the SEC. Thus, corporations are mandated to enroll in the SEC OST in order to access and submit its reports. As for non-stock corporations, they are given the option of whether they will enroll and submit their GIS through the OST or proceed to the SEC to submit their GIS over the counter. Nevertheless, by 2022, all corporations, whether stock or non-stock, shall be required to enroll and submit their reports through the OST.
Contents of the GIS
The following data are usually required in filling up the GIS:
- Corporate and Trade Name
- SEC Registration Number
- Date of Annual meeting as per bylaws
- Actual date of annual meeting
- Principal Address
- Corporate Tax Identification Number
- Fiscal Year End
- E-mail address
- Name of External Auditor and its Signing Partner
- Industry Classification
- Intercompany affiliations
- Authorized, subscribed and paid-up capital of the corporation with percentage of foreign equity
- Name, address, nationality and TIN of Directors and Officers
- Name, address, nationality, TIN and subscribed shares of stock of the stockholders
- Other investments of the corporation
- Declared dividends in the immediately past year
- Secondary license information
- Certification by the Corporate Secretary
Just recently, the SEC mandated that the Beneficial Ownership Declaration be included in the GIS. The beneficial owners must be identified. The term “beneficial owner” refers to any natural person who ultimately owns, controls or exercises ultimate effective control over the corporation.
That, in a nutshell, is a General Information Sheet.
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