SEC Annual Compliance Calendar in the Philippines: GIS, AFS, and Other Deadlines You Can't Miss

Registering a corporation with the Securities and Exchange Commission (SEC) is the beginning of a compliance relationship, not the end of one. Every Philippine corporation — domestic or foreign, stock or non-stock — has a recurring set of reports it owes the SEC every year, on top of anything that comes up when the company itself changes (new directors, a change of address, an amendment to its Articles of Incorporation).

Missing these isn't a paperwork inconvenience. Filings that are late, incomplete, or submitted through the wrong channel are subject to fines, and repeated non-compliance can put a corporation's SEC registration itself at risk — even with a temporary penalty relief measure currently in effect (see below). This guide walks through what has to be filed every year, when, what happens if it isn't, and what changed most recently — so you can build a compliance calendar instead of reacting to it one deadline at a time.

The Two Filings Every Corporation Owes the SEC Every Year

Two reports form the core of annual SEC compliance for every registered corporation: the General Information Sheet (GIS) and the Audited Financial Statements (AFS). They serve different purposes and run on different clocks.

General Information Sheet (GIS)

The GIS is a snapshot of the corporation as it currently stands — its directors, officers, stockholders (or members), principal office address, and capital structure. It is filed after every annual stockholders' or members' meeting, which means its due date moves with your meeting date rather than sitting on a fixed calendar day.

Under SEC Memorandum Circular No. 9, Series of 2026, the GIS is due:

Domestic stock corporations: within 30 calendar days from the date of the actual annual stockholders' meeting.

Domestic non-stock corporations: within 30 calendar days from the date of the actual annual members' meeting.

Foreign corporations (branch offices, representative offices, ROHQs, etc.): within 30 calendar days from the anniversary date of the SEC license.

If your corporation postpones its annual meeting, the GIS deadline moves with it — but the meeting itself still has to happen within whatever timeframe your bylaws and the Revised Corporation Code allow. A corporation that never holds its annual meeting doesn't get to skip the GIS; it accumulates a compliance problem instead.

Audited Financial Statements (AFS)

The AFS deadline, by contrast, is tied to your fiscal year-end, not to a meeting date. Under the same 2026 circular:

Corporations with a fiscal year ending December 31: AFS due by May 29, 2026.

Corporations with a non-calendar fiscal year-end: AFS due within 120 calendar days from the end of the fiscal year.

Brokers and dealers (calendar year-end): SEC Form 52-AR due by April 30, 2026.

Brokers and dealers (non-calendar year-end): due within 110 calendar days from fiscal year-end.

Publicly listed companies and registered issuers under SRC Section 17.2: AFS due within 105 calendar days from fiscal year-end, filed as an attachment to the company's Annual Report (SEC Form 17-A).

A structural note worth flagging to clients directly: for years, SEC-registered corporations filed their AFS on a staggered schedule based on the last digit of their SEC registration or license number, spread across a window in April, May, and June. SEC Memorandum Circular No. 9-2026 does not carry that coding scheme forward for calendar-year corporations — it applies the single May 29, 2026 date uniformly, including to corporations under the SEC's Extension Offices. Because the SEC reissues this circular every year and the exact date and mechanics can change, the current year's applicable circular should always be checked before relying on a specific date, rather than assuming this year's schedule repeats next year unchanged.

Both the GIS and the AFS must be filed exclusively through the SEC's Electronic Filing and Submission Tool (eFAST) — over-the-counter, mailed, courier, or emailed submissions are not accepted. AFS filed on a weekend or holiday deadline are considered filed on the next working day. Financial statements must carry either a BIR "Received" stamp or a valid confirmation/reference number from the BIR's electronic AFS (eAFS) system. Corporations with total assets below ₱3,000,000 may file unaudited financial statements accompanied by a management responsibility statement, in lieu of a full audit.

The Beneficial Ownership Declaration

Since the SEC's beneficial ownership transparency rules took effect (originally under SEC Memorandum Circular No. 28, Series of 2020 and MC No. 2, Series of 2021), every corporation has also had to identify and declare its beneficial owners — the natural persons who ultimately own or control the company, which is not always the same as the names printed on the stock certificates.

The rules were revised again under SEC Memorandum Circular No. 15, Series of 2025, and beneficial ownership data is now declared through HARBOR — the Hierarchical and Applicable Relations and Beneficial Ownership Registry — which launched on January 30, 2026 and works alongside eFAST's GIS filing. The dependency between the two is not just a best-practice suggestion: according to the SEC's own guidance, non-filing of the beneficial ownership declaration will prevent the GIS itself from being successfully filed. In practice, that means the beneficial ownership update needs to happen first, as part of the same annual compliance push as the GIS.

Filing timing differs by corporation type:

New corporations: beneficial ownership is declared at the time of incorporation or registration.

Existing corporations: beneficial ownership is declared at the same time as the next GIS filing, following HARBOR's January 30, 2026 launch.

Any change in beneficial ownership: must be reported within 7 days of the change occurring, separately from the annual cycle.

MC No. 15-2025 also revised the nine beneficial-ownership categories corporations use to identify who actually controls them:

Category A — Ownership: a natural person owning at least 20% of the voting rights, voting shares, or capital, directly or through a chain of ownership.

Category B — Contractual control: control exercised through a contract, understanding, relationship, intermediary, or tiered entity.

Category C — Board election power: the ability to elect a majority of the board of directors or trustees.

Category D — Dominant influence: the ability to exert a dominant influence over the corporation's management or policies.

Category E — Direction of the board: a person whose directions, instructions, or wishes are followed by a majority of the board.

Category F — Property stewardship: a natural person acting as steward of properties under their administration.

Category G — Nominee arrangements: a person who actually owns or controls the corporation through nominee shareholders.

Category H — Other control mechanisms: control through other means, including exclusive use of the corporation's assets or receipt of its profits and liquidating dividends.

Category I — Senior management (default): applied only when no natural person is identifiable under Categories A–H after exhausting reasonable means, in which case all persons at the relevant senior-management level are disclosed.

Filings That Are Triggered by Events, Not the Calendar

Beyond the annual GIS/AFS cycle, several SEC filings are triggered by something happening inside the company rather than by a fixed date. A compliance calendar should track these as standing obligations to check quarterly, not just as year-end items:

Report of changes in directors, officers, corporate secretary, or treasurer — filed when any of these positions change outside the annual GIS cycle.

Amendment of the Articles of Incorporation or By-Laws — required whenever the corporation changes its name, primary purpose, authorized capital stock, corporate term, or principal office address. These amendments require SEC approval before they take effect; the corporation cannot simply start operating under the new terms once the board or stockholders approve them internally.

Increase or decrease of authorized capital stock — a specific type of amendment with its own supporting requirements (treasurer's affidavit, proof of subscription/payment).

Change in beneficial ownership — reported within 7 days of the change, as noted above.

Corporate governance and related disclosures — additional recurring reports apply specifically to publicly listed companies and other SEC-regulated entities (for example, corporate governance reports and sustainability-related disclosures); these generally do not apply to an ordinary privately held domestic corporation.

What Happens If You File Late — Or Don't File at All

The SEC's fine structure for late or non-filing of the GIS and AFS (set under SEC Memorandum Circular No. 6, Series of 2024) distinguishes late filing (submitted after the deadline but eventually filed) from non-filing (never submitted), and scales the fine to how long the corporation has been non-compliant and, for stock corporations, to the size of its retained earnings/paid-up capital bracket.

In broad terms:

Late filing of the GIS or AFS by a domestic stock corporation or One Person Corporation carries a base fine that has run from roughly ₱5,000 to ₱25,000 depending on the corporation's retained-earnings bracket, plus an additional ₱500–₱1,000 for every month the filing remains outstanding.

Non-filing (never submitted) carries a higher base fine — roughly ₱10,000 to ₱30,000 across the same brackets — plus the same monthly add-on.

Non-stock corporations face a somewhat lower base range, and foreign corporations generally face a materially higher one.

Penalties escalate with each additional offense within a five-year window, and a corporation with a pattern of repeated non-compliance risks having the SEC place it on delinquent status or move toward revocation of its Certificate of Registration — at which point the cost is no longer a fine but the corporation's legal capacity to operate.

Current relief in effect — the monthly penalty is temporarily suspended. Under SEC Memorandum Circular No. 16, Series of 2026 (dated May 13, 2026), the SEC suspended the monthly penalty component described above — for both domestic and foreign corporations — from May 14, 2026 through December 31, 2026; the monthly add-on is set to resume on January 1, 2027. The base fine under MC No. 6-2024 is unaffected and still applies in full. The suspension also covers corporations with pending assessments or unpaid final assessments as of the effective date, who will receive revised assessments without the per-month component; it is not retroactive, so any monthly penalties already paid before May 14, 2026 are not refunded or credited. Filing deadlines themselves are unchanged — this is relief on the penalty for missing them, not an extension of the deadlines. Given the fixed end date, this is exactly the kind of detail that needs to be reconfirmed at the point of publishing and again as December 31, 2026 approaches, since the SEC may or may not extend the suspension into 2027.

Building Your Own SEC Compliance Calendar

A practical way to turn the above into something a corporate secretary or finance team can actually use is a rolling annual calendar built around three inputs specific to your own corporation:

Your fiscal year-end — this fixes your AFS deadline (or the 120/110/105-day count, if you're not on a December 31 fiscal year).

Your actual annual meeting date — this fixes your GIS deadline, 30 days out, and — since HARBOR — your beneficial ownership update as well, since the GIS won't file without it. Because this date can move year to year, it needs to be checked against the calendar every year rather than assumed.

Anything that changed inside the corporation this year — a new director, an amendment, a capital increase, a change in beneficial ownership — each of which carries its own filing trigger and its own clock.

Layering these three inputs onto a single calendar, with the eFAST/HARBOR filing window and the current-year fine schedule (including whether the monthly-penalty suspension is still in effect) attached, is typically the fastest way for an in-house team to see the whole year's SEC obligations at a glance rather than discovering each one as it becomes urgent.