Every corporation registered with the Securities and Exchange Commission must file a General Information Sheet in the Philippines each year, and the standard deadline is 30 calendar days after the annual stockholders’ or members’ meeting. The filing keeps the SEC’s records current on ownership, control, and management. Miss it enough times and the commission can declare the corporation delinquent, then revoke its certificate of incorporation. The core rules sit in Republic Act No. 11232, the Revised Corporation Code, and are updated through SEC memorandum circulars.1Lawphil. Republic Act No. 11232
When the GIS Is Due
The 30-day window is simple. What it counts from is not:
- Stock corporations: 30 calendar days from the date of the actual annual stockholders’ meeting.
- Non-stock corporations: 30 calendar days from the date of the actual annual members’ meeting.
- Foreign corporations: 30 calendar days from the anniversary date of the issuance of their SEC license.
Branch offices and representative offices of foreign companies count from their license anniversary, not from any meeting. The same GIS form and eFAST submission process apply to all three groups.
What Goes on the Form
The GIS captures a snapshot of the corporation as of its most recent annual meeting. The identifying fields are the corporation’s registered name, SEC registration number, principal office address, and Tax Identification Number from the Bureau of Internal Revenue. A mismatch on any of these can delay processing or flag the filing for correction.
The form then requires a complete list of stockholders with nationalities and ownership percentages, along with the names and positions of the board of directors and principal officers, including the president, treasurer, and corporate secretary. These entries should match the corporation’s stock and transfer book exactly. Discrepancies between the GIS and internal records are one of the most common reasons the SEC returns filings.
Beneficial Ownership Declaration
The GIS includes a Beneficial Ownership Declaration page that identifies the natural persons who ultimately own or control the corporation. The requirement first appeared under SEC Memorandum Circular No. 15, Series of 2019, and was updated by Memorandum Circular No. 15, Series of 2025, which took effect in 2026 with significantly higher penalties for non-disclosure.
The fines escalate with each violation. For stock corporations with retained earnings below PHP 500,000, the fine starts at PHP 50,000 for a first violation and climbs to PHP 500,000 by the fourth. Non-stock corporations face a parallel but lower scale starting at PHP 25,000. Individual directors, trustees, and officers face personal fines starting at PHP 50,000 and reaching PHP 1,000,000 by the fourth offense. A continuing violation adds PHP 1,000 per day of delay, capped at PHP 2,000,000. A false declaration can result in fines up to PHP 1,000,000 and disqualification from serving as a director or officer for five years.
How to Submit Through eFAST
All GIS filings go through the SEC’s Electronic Filing and Submission Tool at efast.sec.gov.ph. Manual submission at SEC offices is no longer the standard method. An authorized representative logs in using a previously registered and validated eFAST account.
The technical requirements trip up a lot of filers. The GIS must be submitted as a single PDF that combines the notarized, signed GIS and the GIS converted from Excel to PDF. Scanned images should be at least 100 to 150 dpi, set to black and white, and oriented in portrait layout. Do not paste scanned images into the Excel format before converting.2Securities and Exchange Commission Philippines. Your Guide to Filing of Reports to Avoid Reversion
A successful upload generates a QR code or official acknowledgment receipt. Keep the confirmation in the corporate records as proof of timely filing. Filing fees are settled through the integrated online payment system within eFAST.
Amending the GIS Between Annual Filings
Changes to the board of directors, trustees, or officers do not wait for the next annual cycle. When a director, trustee, or officer resigns, dies, or is replaced, the corporation must file an Amended GIS within seven days of the change taking effect. The rule exists so that anyone dealing with the corporation can verify who actually has authority to act on its behalf.
The seven-day deadline applies specifically to changes in corporate leadership. Other updates, such as an address change or a shift in stockholder percentages that doesn’t involve leadership, follow the normal annual cycle. An outdated GIS can still create real problems when the corporation needs to open a bank account, enter a contract, or deal with any government agency that cross-references SEC records.
Penalties for Late Filing
Under SEC Memorandum Circular No. 9-2026, late GIS filings carry penalties that scale with the corporation’s size. Base fines range from PHP 5,000 to PHP 45,000 depending on retained earnings or fund balance, with an additional penalty of either PHP 1,000 to PHP 12,000 as a fixed surcharge or PHP 1,000 per month of continued delay. These amounts can accumulate quickly for corporations that let filings lapse over several years.
Late-filing penalties sit on top of any separate fines for failing to disclose beneficial ownership information. A corporation that files its GIS late and also omits the beneficial ownership declaration faces both penalty tracks at once. Section 161 of the Revised Corporation Code adds another layer: the unjustified failure to comply with Section 177’s reportorial requirements can result in court-imposed fines of PHP 10,000 to PHP 200,000, or PHP 20,000 to PHP 400,000 if the violation is found to be harmful to the public.1Lawphil. Republic Act No. 11232
Delinquent Status and Revocation
Missing reportorial requirements three times within a five-year period, whether the misses are consecutive or not, triggers the SEC’s authority to declare a corporation delinquent under Section 177 of the Revised Corporation Code.1Lawphil. Republic Act No. 11232 A delinquent corporation effectively loses its ability to transact with the SEC. Applications and petitions won’t be accepted or approved, and additional fines and surcharges apply on top of the original penalties.
The path from delinquent status to revocation is shorter than many business owners realize. A corporation that is delinquent for non-filing has six months from receipt of the delinquency order to submit all outstanding documents, including audited financial statements, GIS filings, and any director compensation or performance reports required for corporations vested with public interest. Failing to comply within that window leads to revocation of the certificate of incorporation, which effectively dissolves the company.
Lifting a delinquency order requires a verified Petition to Lift Order of Delinquency supported by directors’ or trustees’ certificates, the latest audited financial statements, the latest GIS, and other governance documents the SEC specifies. Corporations that have already been revoked face a steeper climb, and publicly listed companies and those with pending intra-corporate disputes may not qualify for the streamlined compliance programs the SEC occasionally offers.