Philippines

Financial Reporting Obligations for Companies in the Philippines

1. Registry for Submitting Financial Statements

Companies in the Philippines file their Annual Financial Statements (AFS) with the Securities and Exchange Commission (SEC) through its online portal, eFAST (formerly OST). Corporations must also file with the Bureau of Internal Revenue (BIR) for tax purposes. Cooperatives file with the Cooperative Development Authority (CDA).

2. Legal Forms Obliged to Publish/Submit Financial Statements

Required to file annual financial statements:

  • Corporation (Korporasyon) – includes Stock, Non-stock, and One Person Corporation (OPC). Must file AFS with the SEC; audit rules apply as set out below.
  • Partnership (Pakikipagsosyo) – files AFS with the SEC; subject to audit rules below.
  • Branch Office of a Foreign Corporation – files AFS with the SEC and BIR; may follow parent company audit plus local rules.
  • Representative Office – files AFS with the SEC and BIR; audit depends on activity/thresholds.
  • Regional/Area Headquarters (RHQ) & Regional Operating Headquarters (ROHQ) – file AFS with the SEC; ROHQ generally requires an audit.
  • Cooperative (Kooperatiba) – files annual reports with the CDA; audit required if thresholds apply under cooperative regulations.
  • Foundations / Non-stock Non-profit Corporations – file with the SEC; audit may be required per thresholds or special regulations.

Not required to file AFS with the SEC (but must keep books and file with BIR):

  • Sole Proprietorship (Isahang Pagmamay-ari) – registered with DTI; files tax returns/attachments with BIR, not the SEC.
  • Self-employed professionals / freelancers – file with BIR; no SEC filing.
  • Micro and small entities below thresholds – may use simplified reporting for tax (BIR) and are not SEC registrants if not incorporated.

3. Companies Requiring Audited Financial Statements

Philippine rules require audits based on entity type and size. In practice, most corporations file audited AFS with the SEC. For BIR purposes, entities over the statutory thresholds must have audited financial statements. Summary:

Legal Form Rule Typical Criteria
Corporation (incl. OPC) & Partnership Audit generally required for SEC filing; also required for BIR if thresholds exceeded BIR: Gross sales/receipts > PHP 3,000,000 or as otherwise required; SEC practice requires audited AFS for most registrants
Branch Office of Foreign Corporation Audit usually required Follows SEC rules and may align with parent company audit
Representative Office Audit depends on activity/size If above BIR threshold or required by SEC
ROHQ / RHQ ROHQ: audit required; RHQ: depends on activity Per SEC/BIR rules regardless of size (ROHQ)
Non-stock / Non-profit Audit required if thresholds or special regulations apply E.g., above BIR PHP 3,000,000 gross receipts or as required by donors/regulators
Cooperative (CDA) Audit if cooperative size/activity thresholds apply Per CDA rules; large/medium co-ops typically audited

Notes: For BIR purposes, entities with gross sales/receipts exceeding PHP 3,000,000 in a taxable year must submit audited financial statements. For SEC filings, corporations commonly submit audited AFS signed by an independent CPA accredited by the Board of Accountancy and the SEC.

4. Stock Exchange for Listed Companies

Listed companies must publish their audited financial statements and annual reports via the Philippine Stock Exchange (PSE) disclosure system.

5. Deadline for Submitting Financial Statements

  • SEC (AFS for most companies): typically within 120 days after fiscal year-end (SEC also issues annual schedules by last digit of SEC registration number).
  • Listed companies (SEC Form 17-A): within 105 days after fiscal year-end (includes audited financial statements).
  • BIR (tax filing attachments): with the Annual Income Tax Return due date (generally on or before the 15th day of the fourth month following the close of the taxable year, for calendar-year taxpayers April 15).

6. Companies Submitting Partial/Simplified Financial Statements

  • Small entities (e.g., partnerships/corporations below BIR audit thresholds) may file unaudited AFS for BIR, but SEC-registered corporations typically file audited AFS. Micro and small entities may use simplified notes/presentation if eligible under applicable PFRS frameworks (e.g., PFRS for SMEs).

7. Consequences for Late Submission

  • SEC penalties: monetary fines for late AFS/Annual Report filings (amount varies by delay and company type) and possible suspension/revocation of corporate registration for prolonged non-compliance.
  • PSE penalties (for listed issuers): fines and trading sanctions for late disclosures.
  • BIR penalties: surcharge, interest, and compromise penalties for late tax filings/attachments.

8. Foreign-Owned Branches & Newly Established Companies

Foreign branches must file with the SEC and BIR and often mirror the parent’s audit while complying with local audit/filing rules. Newly incorporated companies submit their first AFS for the initial fiscal year by the same deadlines (SEC 120 days; listed 105 days via 17-A; BIR with the annual ITR).

Sources

Source Link
SEC eFAST (electronic filing portal) https://sec.gov.ph/efast
Bureau of Internal Revenue (BIR) https://www.bir.gov.ph
Philippine Stock Exchange (PSE) https://www.pse.com.ph
Cooperative Development Authority (CDA) https://cda.gov.ph
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