Pursuant to its mandate under Section 180 of the Revised Corporation Code to develop and implement an electronic filing and monitoring system, the Securities and Exchange Commission (“SEC”) has issued Memorandum Circular No. 28-2020 dated 27 August 2020 (“MC 28-2020”) requiring corporations, associations, partnerships and individuals (the “Entity”) to create and/or designate official and alternate e-mail account addresses and cellphone numbers (collectively, the “Contact Details”) in order to facilitate and expedite the transmission and receipt of official communications relating to transactions with the SEC.
Valid Official and Alternate Contact Details
MC 28-2020 requires every Entity under the jurisdiction and supervision of the SEC to submit valid official and alternate Contact Details within sixty (60) days from effectivity of these rules, or on or before 30 December 2020.
For future and pending applications for primary registration, the Contact Details shall be indicated in the registration forms or submitted within thirty (30) days from the issuance of the certificate of registration, license or authority.
MC 28-2020 defines a valid e-mail address as an existing e-mail address with at least One (1) Gigabyte of unused memory space at any given time, to which the SEC may deliver e-mail messages and from which the SEC may receive e-mail messages. A valid cellphone number, on the other hand, shall pertain to an existing mobile phone number from any telecommunications company legally operating in the Philippines, to which the SEC may call or deliver Short Message Service (“SMS”) and from which the SEC may receive SMS or calls.
The official Contact Details of an Entity may be the official or alternate Contact Details of another Entity; Provided, that the official Contact Details of an Entity must be distinct from the alternate Contact Details of that same Entity.
It must be emphasized that the e-mail addresses and cellphone numbers have different purposes: while the e-mail addresses shall be where the transactions, applications, letters, requests, papers and pleadings may be processed, submitted and/or filed online, the official cellphone number shall be used as an additional security measure for the sending of One-Time Personal Identification Number (“OTP”) or the Two-Step Verification by the SEC which the authorized person will have to input before an e-mail message from the SEC may be retrieved. As such, an Entity must submit both of the required Contact Details.
Person in Control
Given such functions of the Contact Details and to ensure the integrity of the transactions coursed through the same, MC 28-2020 requires that the Contact Details be under the control of the corporate secretary, the person charged with the administration and management of the corporation sole, the resident agent of the foreign corporation, the managing partner, the individual, or the duly authorized representative. The Entity is required to submit proof of the authority of the authorized representative to control the Contact Details and to sign and file the submissions required under MC 28-2020.
Required Submissions
The submission of Contact Details shall be in the form prescribed by MC 28-2020 (the “Submission”). The Submission shall be accompanied by an Authorization or Certification of Authorization allowing the SEC to send notices, orders and decisions through the official and alternate e-mail addresses for the purpose of complying with administrative due process requirements. The Authorization or Certification of Authorization shall be signed by the duly-authorized representative or the corporate secretary, as the case may be.
Recognizing that internet access may not be readily available in certain areas of the country, the SEC shall allow an Entity which is unable to create an e-mail account due to lack of internet access in the principal place of business to submit only the official and alternate cellphone numbers; Provided, that the authorized representative shall file a Certification of the fact of no internet access and that within thirty (30) days from the time the area where the principal office is located gains access to the internet, the Entity shall submit the official and alternate e-mail addresses to the SEC.
Notably, beginning 23 February 2021, the Contact Details shall be included in the General Information Sheet (“GIS”) or Notification Update Form (“NUF”) regularly filed with the SEC and the absence of the Contact Details shall render such GIS or NUF incomplete. Moreover, beginning such date, the failure to provide the Contact Details within the period provided shall be penalized with a fine in the amount of Ten Thousand Pesos (PhP10,000.00).
Changes and Double Filing
In case of changes in any of the Contact Details, the Entity shall file a Notice to Change E-mail Address and/or Cellphone Number with the SEC within five (5) days from such change, together with an Authorization or Certification of Authorization, as may be applicable.
However, in case of double filing of Contact Details, the SEC may summon the parties involved to determine whether an intra-corporate dispute exists. In the affirmative, the Submissions, as well as the GIS or NUF, shall be marked “DISPUTED” and may be unmarked by an order from the appropriate court.
Finally, it is emphasized that any information obtained by the SEC under these rules shall be treated as confidential and proprietary, and shall not be made available to the public, subject to the exceptions under the Data Privacy Act.