The Securities and Exchange Commission (“SEC”) issued on 18 March 2020 Memorandum Circular No. 9, series of 2020 (“MC 9-2020”), providing for guidelines on the filing of the General Information Sheet (“GIS”), considering that the holding of Annual Stockholders’ Meetings of Corporations may be affected by the Enhanced Community Quarantine imposed in Luzon.
As a general rule, corporations are required to file their GIS within thirty (30) days from the date of the annual meeting of the stockholders or members. However, pursuant to MC 9-2020, corporations are provided with rules on filing of the GIS as follows:
|Annual Meeting was held||GIS shall be submitted within 30 days through ordinary or registered mail, private courier, or e-mail (email@example.com, firstname.lastname@example.org, or email@example.com).|
|Annual Meeting and Election of Directors or Officers is not held due to health and safety reasons relating to the COVID-2019 disease [Election is not held on account of health and safety reasons and the corporation has no facilities for remote communication]||Notice shall be filed with the SEC within 30 days from the original meeting date through mail, courier or by electronic means, accompanied by a new date for election which is within 60 days from the originally scheduled date.|
|Non-holding of Annual Meeting and Election of Directors, Trustees, or officers due to other causes||Notice shall be filed with the SEC within 30 days from the original meeting date through mail, courier or by electronic means, accompanied by a new date for election which is within 60 days from the originally scheduled date.|
For purposes of complying with the notice requirement, the following information to be contained in an e-mail to firstname.lastname@example.org:
- Corporation name;
- SEC Registration Number;
- Date of annual meeting per by-laws;
- Date of actual meeting;
- Reason for the non-holding of meeting;
- Venue of the intended meeting; and
- Signed and dated by the Corporate Secretary.
Annual meetings or elections of directors, trustees or officers made subsequent to the report of non-holding of elections, and held outside the covered period, shall be subject to the regular 30-day filing period from the date of the actual meeting when the election was held. However, the GIS submitted pursuant to said meeting shall no longer enjoy the same forbearance from the penalty for late submission (i.e., submission through mail, courier, or e-mail).