The Philippine SEC has suspended monthly delay penalties for late corporate filings through 31 December 2026, offering temporary relief to domestic and foreign corporations. However, the base fine for non-compliance remains in effect, and companies must still meet their filing obligations for annual financial statements and general information sheets. The suspension applies prospectively only—previously paid penalties will not be refunded.
The Philippine Securities and Exchange Commission (SEC) has issued SEC Memorandum Circular (MC) No. 16, series of 2026 (SEC MC 16-2026) on 13 May 2026, temporarily suspending the monthly delay penalties for late or non-filing of annual financial statements (AFS) and general information sheets (GIS) for domestic and foreign corporations.
While the recurring monthly delay fine is paused, the Commission clarifies that the standard base fine for late submissions remains in full effect. This policy applies prospectively, meaning that previously settled fines are not eligible for refunds or credits.
Despite this financial reprieve, all companies must still fulfill their reportorial obligations, including the timely submission of financial and general information statements. The suspension is scheduled to remain active until 31 December 2026, after which the original penalty structure will automatically resume. Overdue accounts that have not yet been paid will receive updated assessments to reflect the removal of these specific monthly charges.
Below is an elaboration of the key points:
Scope and uniform application
The suspension of the monthly penalty applies to all domestic corporations, including stock, non-stock, and one-person corporations. It also covers all stock and non-stock foreign corporations subject to MC 06-2024. The circular emphasizes that this applies uniformly regardless of a corporation’s capitalisation, retained earnings, or the number of prior offenses they may have.
Prospective application and handling of existing penalties
The suspension is strictly prospective and does not have a retroactive effect.
- Pending applications: For corporations with applications for monitoring pending as of the circular’s effective date, the monthly penalty will no longer be imposed.
- Unpaid final assessments: Corporations that have received a final assessment but have not yet paid will have their assessments updated by the Company Registration and Monitoring Department (CRMD) or Extension Offices to remove the per-month-of-delay component.
- Paid penalties: Any monthly penalties already assessed and paid before the circular’s effectiveness will not be refunded or credited, as those payments are deemed final.
Continuation of base fines and filing duties
It is important to note that this circular only suspends the monthly delay penalty component. The base fine for late or non-filing under MC 06-2024 remains in effect and will continue to be imposed according to the existing penalty schedule. The suspension does not excuse corporations from their duty to file reportorial requirements. All covered corporations must still file their Annual Financial Statements (AFS) and General Information Sheets (GIS) within the periods prescribed by the Revised Corporation Code and other SEC issuances.
Duration and reinstatement
The suspension is temporary and is scheduled to remain in force from its effective date until 31 December 2026.
Upon the expiration of this period, the monthly penalty will automatically become imposable again without the need for further notice or issuances. Any monitoring requests lodged through the eWATCH system on or after 1 January 2027 will be subject to the monthly penalty. The Commission reserves the right to lift, modify, or extend this suspension before the 2026 deadline if circumstances warrant it.
The circular takes effect immediately following its publication in the Official Gazette or a newspaper of general circulation.
