SEC Compliance Calendar 2026: Every GIS, AFS and HARBOR Deadline
Two reports every year, one new registry that has to go first, and a fine that grows every month you are late. Here is what a Philippine corporation owes the SEC, when, and what the relief running to 31 December 2026 does and does not cover.
Starlight Compliance
Key takeaways
- The GIS is due 30 days after your actual annual meeting — not on a fixed date.
- The 2026 AFS deadline was 29 May for a 31 December 2025 year-end; otherwise 120 days after year-end.
- Beneficial ownership is now a separate filing in HARBOR, and it goes before the GIS.
- Below PHP 3 million in total assets or liabilities, certified statements can replace audited ones.
- The monthly late penalty is suspended until 31 December 2026 and resumes on 1 January 2027.
An SEC compliance calendar for a Philippine corporation has fewer dates than most owners fear, and more consequences than most expect. Registering with the Securities and Exchange Commission starts a reporting relationship. It does not end one.
Every corporation — domestic or foreign, stock or non-stock — owes the SEC a General Information Sheet and Audited Financial Statements every year. Since January 2026 there is a third filing that has to happen before the first.
30days
after your annual meeting to file the GIS
29May
the 2026 AFS deadline for a December year-end
7days
to report a change in beneficial ownership
Behind on your 2025 filings? The SEC is not charging the monthly late penalty until 31 December 2026. It resumes on 1 January 2027. The base fine still applies either way. What the relief covers
The two filings every corporation owes the SEC
The General Information Sheet (GIS) and the Audited Financial Statements (AFS) form the core of annual SEC compliance. They serve different purposes, and they run on different clocks.
General Information Sheet
A snapshot of who runs and owns the company: directors, officers, stockholders, principal office and capital.
Clock: your meeting date
Audited Financial Statements
The year's financial position, audited by an independent CPA — or certified, for smaller corporations.
Clock: your fiscal year-end
Because the GIS follows the meeting, postponing your annual meeting moves the deadline with it. Skipping the meeting does not skip the GIS. It just builds a compliance problem instead.
2026 deadlines at a glance
| Corporation | GIS due | AFS due |
|---|---|---|
| Domestic stock corporation | 30 days after the actual annual stockholders' meeting | 29 May 2026 (year-end 31 Dec 2025) |
| Domestic non-stock corporation | 30 days after the actual annual members' meeting | 29 May 2026 (year-end 31 Dec 2025) |
| Foreign corporation — branch, representative office, ROHQ | 30 days from the anniversary of the SEC license | 29 May 2026 (year-end 31 Dec 2025) |
| Any corporation on a non-calendar fiscal year | Same rule as its type above | Within 120 days after fiscal year-end |
| Listed companies and SRC Section 17.2 filers | Same rule as its type above | Within 105 days, attached to SEC Form 17-A |
AFS dates per SEC Memorandum Circular No. 9, s. 2026. The SEC reissues this circular every year, so confirm the current one before relying on a date for the next cycle.
eFAST only. Both reports go through the SEC's Electronic Filing and Submission Tool(opens in a new tab). Email, courier, mail and over-the-counter filings are not accepted. The AFS also needs a BIR receiving stamp or a confirmation from the BIR's eAFS system(opens in a new tab).
Who needs audited financial statements
₱3M
New audit threshold
For fiscal years ending on or after 31 December 2025, a corporation whose total assets or total liabilities do not exceed PHP 3,000,000 may file unaudited financial statements with a Statement of Management's Responsibility signed under oath by its chairman, president or CEO, and treasurer or CFO. The old line was PHP 600,000 — SEC Memorandum Circular No. 4, s. 2026 raised it.
Size is not the only test. Listed companies, issuers of securities to the public, and entities supervised by the BSP or the Insurance Commission must still be audited, however small they are.
Either way, the statements behind the filing are the work. Our accounting services keep the books audit-ready all year, so May is a filing and not a scramble.
New since January 2026
Beneficial ownership and HARBOR
A beneficial owner is the natural person who ultimately owns or controls the company — not always the name on the stock certificate. Under SEC Memorandum Circular No. 15, s. 2025, that declaration left the GIS and moved to HARBOR, a dedicated registry the SEC launched on 30 January 2026.
Declare in HARBOR
Existing corporations declare with their next GIS. New ones declare at registration.
Then file the GIS in eFAST
The beneficial ownership declaration has to be in place first.
Report any change within 7 days
On its own clock, separate from the annual cycle.
AOwnership
At least 20% of voting rights, voting shares or capital, directly or through a chain.
BContractual control
Control through a contract, understanding, intermediary or tiered entity.
CBoard election
The power to elect a majority of the board of directors or trustees.
DDominant influence
Dominant influence over management or policy.
EDirection of the board
A person whose instructions a majority of the board follows.
FProperty stewardship
A natural person acting as steward of property under their administration.
GNominee arrangements
Real ownership or control exercised through nominee shareholders.
HOther control
Exclusive use of assets, or receipt of profits and liquidating dividends.
ISenior management
The default, used only when no one qualifies under A to H.
This one is personal. Directors and officers who fail to ensure beneficial ownership compliance face personal fines that can reach PHP 1,000,000, and disqualification from office.
The names on the register and the people in control are not always the same. HARBOR exists to close that gap.
If your structure involves holding companies, nominees or shareholder agreements, the category you fall under is a judgement call worth getting right. Talk to our advisory team.
Filings triggered by events, not dates
Some SEC filings are set off by something happening inside the company. Track them as standing checks every quarter, not as year-end items.
Change of directors or officers
Report a change of director, officer, corporate secretary or treasurer outside the annual GIS cycle.
Amended Articles or By-Laws
A new name, purpose, capital, term or principal office needs SEC approval before it takes effect.
Capital increase or decrease
An amendment with its own requirements, including the treasurer's affidavit and proof of payment.
Change in beneficial ownership
Report it in HARBOR within 7 days of the change, separately from the annual cycle.
Official email and mobile number
Designated under SEC MC No. 28, s. 2020 at registration or within 30 days of it — and fined if missing.
Planning a change of structure or ownership? Our company set-up team handles amendments and the SEC approvals they need.
SEC fines for late and non-filing
SEC Memorandum Circular No. 6, s. 2024(opens in a new tab) sets the fines. They scale with your retained earnings, with whether you filed late or never filed, and with how often it has happened.
| Retained earnings | Late filing | Never filed | Plus, per month |
|---|---|---|---|
| Deficit or capital deficiency | ₱5,000 | ₱10,000 | ₱500 |
| ₱0 – ₱100,000 | ₱5,000 | ₱10,000 | ₱1,000 |
| ₱100,001 – ₱500,000 | ₱10,000 | ₱15,000 | ₱1,000 |
| ₱500,001 – ₱5,000,000 | ₱15,000 | ₱20,000 | ₱1,000 |
| ₱5,000,001 – ₱10,000,000 | ₱20,000 | ₱25,000 | ₱1,000 |
| Above ₱10,000,000 | ₱25,000 | ₱30,000 | ₱1,000 |
First offense, per report, domestic stock and One Person corporations. Non-stock corporations pay less; foreign corporations follow their own schedule.
It gets more expensive every time
1st
₱25,000
₱30,000 unfiled
2nd
₱30,000
₱36,000 unfiled
3rd
₱35,000
₱42,000 unfiled
4th
₱40,000
₱48,000 unfiled
5th
₱45,000
₱54,000 unfiled
Base fines for the top retained-earnings bracket, late and never filed, by offense.
- A fraction of a month counts as a whole month.
- Filing more than a year late is charged at the non-filing rate, with the monthly charge capped at 12 months.
- Three missed filings in five years — in a row or not — puts a corporation on delinquent status.
- After notice, a sixth offense is a ground for revocation, at the fifth-offense fine plus a 100% surcharge.
The relief that ends 31 December 2026
Suspended
14 May – 31 Dec 2026
Resumes
1 January 2027
Under SEC Memorandum Circular No. 16, s. 2026, the SEC stopped charging the per-month penalty on late and unfiled GIS and AFS, for domestic and foreign corporations alike.
What it covers
The monthly add-on is not imposed during the period
Pending assessments are reissued without it
Domestic and foreign corporations
What it does not
The base fine still applies in full
Deadlines are not extended
Monthly penalties paid before 14 May are not refunded
The SEC may or may not extend this into 2027. If you have filings outstanding, the window before 1 January is the one to use.
Behind on your filings?
Catch up before the monthly penalty comes back on 1 January 2027.
Tell us which years are outstanding. We will work out what is owed, prepare the missing GIS and financial statements, and file them through eFAST — including recovering the eFAST account if no one has the login any more.
Build your own SEC compliance calendar
Three facts about your own company fix every SEC date you owe. Put them on one calendar and the year stops arriving one deadline at a time.
Your fiscal year-end
Fixes the AFS date — or the 120 or 105-day count if you are not on 31 December.
Your actual meeting date
Fixes the GIS 30 days later, and the HARBOR declaration before it.
What changed this year
Each director change, amendment or ownership change runs on its own clock.
Annual SEC checklist
- Fiscal year-end confirmed, and the AFS date that follows from it
- Annual meeting date fixed, and the GIS date 30 days after it
- Beneficial owners reviewed and declared in HARBOR before the GIS
- AFS audited — or certified, if you are under PHP 3 million — and stamped or confirmed by the BIR
- Official SEC email and mobile number still current
- Any director, officer, amendment or capital change this year filed on its own clock
- Current-year SEC circular checked for the dates, before you rely on last year's
The SEC is one calendar of three. For the BIR side, see our Philippine tax calendar, and for the returns and renewals behind it, our tax compliance service. The rules themselves are published on the SEC website(opens in a new tab).
Starlight SEC compliance
Your SEC calendar, run for you.
Most late filings are not neglect. The meeting moved, the auditor ran over, or the person who knew the eFAST login left. We hold the dates and do the filings, so none of that turns into a fine.
GIS filing through eFAST
Prepared from your meeting and filed inside the 30 days.
Outsourced corporate secretary
A corporate secretarial team that tracks and files every annual requirement.
Financial statements for the AFS
Prepared with our accounting team and submitted to the SEC and BIR.
Amendments and capital changes
Name, purpose, capital or by-law changes, through SEC approval.
eFAST account recovery
For when nobody still has the login the filings depend on.
Catch-up on missed years
Outstanding GIS and AFS filed in order, with the fines worked out first.
Or call 0917 631 8876 — Mondays to Fridays, from our Makati office.
Frequently asked questions
When is the GIS deadline in the Philippines?
For a domestic stock or non-stock corporation, the General Information Sheet is due within 30 calendar days from the date of the actual annual stockholders' or members' meeting. For a foreign corporation's branch or representative office, it is due within 30 calendar days from the anniversary date of its SEC license. There is no single GIS date for every company. The deadline moves with your meeting date.
What was the SEC AFS deadline in 2026?
Under SEC Memorandum Circular No. 9, Series of 2026, corporations with a fiscal year ending 31 December 2025 had to file their Audited Financial Statements on or before 29 May 2026. Corporations with a different fiscal year-end file within 120 calendar days after it, and publicly listed and other SRC Section 17.2 companies file within 105 days as an attachment to SEC Form 17-A. The SEC issues a new circular every year, so check the current one before relying on a date.
What is the penalty for late filing of the GIS or AFS?
Under SEC Memorandum Circular No. 6, Series of 2024, a domestic stock corporation that files late pays a first-offense base fine of PHP 5,000 to PHP 25,000 depending on its retained earnings, plus PHP 1,000 for every month of delay (PHP 500 if it is in deficit). Never filing at all starts at PHP 10,000 to PHP 30,000. A fraction of a month counts as a whole month, and the fine rises with each repeat offense.
Is the SEC still charging the monthly late-filing penalty?
Not until the end of 2026. SEC Memorandum Circular No. 16, Series of 2026 suspended the per-month penalty from 14 May 2026 to 31 December 2026, and it resumes on 1 January 2027. The base fine still applies in full, the filing deadlines did not move, and monthly penalties already paid before 14 May 2026 are not refunded.
Do small corporations still need audited financial statements?
Not below PHP 3 million. For fiscal years ending on or after 31 December 2025, a corporation whose total assets or total liabilities do not exceed PHP 3,000,000 may file unaudited financial statements with a Statement of Management's Responsibility signed under oath by its chairman, president or CEO, and treasurer or CFO, under SEC Memorandum Circular No. 4, s. 2026. Listed companies, public issuers and entities supervised by the BSP or the Insurance Commission must still be audited regardless of size.
What is HARBOR?
HARBOR is the SEC's online registry for beneficial ownership declarations, launched on 30 January 2026 under SEC Memorandum Circular No. 15, Series of 2025. Beneficial ownership is no longer declared inside the GIS. It is a separate filing in HARBOR, made before the GIS, and any later change in beneficial ownership must be reported within 7 days.
Who counts as a beneficial owner under the 2026 rules?
A natural person who owns at least 20% of the voting rights, voting shares or capital, directly or through a chain of ownership. Control counts too, even without shares: control by contract, the power to elect a majority of the board, dominant influence over management, or control through nominees. If nobody qualifies, the corporation discloses its senior management instead.
Can we file the GIS or AFS by email or over the counter?
No. Both must be filed through the SEC's Electronic Filing and Submission Tool (eFAST). Email, courier, mail and over-the-counter submissions are not accepted. The AFS must also carry a BIR receiving stamp or a confirmation from the BIR's eAFS system.
What happens if a corporation keeps missing SEC filings?
Missing the reports three times within five years, whether in a row or not, places a corporation on delinquent status. After it is notified, a sixth offense is a ground for revoking its certificate of registration, with a fine equal to the fifth offense plus a 100% surcharge. At that point the cost is no longer a fine but the company's legal capacity to operate.
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