A Philippine corporation that files its General Information Sheet (GIS) or audited financial statements (AFS) late pays the SEC a base fine for each report, set by its retained earnings, plus ₱1,000 for every month of delay. Until 31 December 2026, the monthly part is suspended: a corporation that settles its late filings now pays the base fine only. From 1 January 2027, the monthly penalty applies again to every monitoring request lodged on or after that date.
Key takeaways
- SEC penalties for late GIS and AFS filing are set by SEC Memorandum Circular No. 6, series of 2024: a base fine per report — for a domestic stock corporation's first late filing, ₱5,000 to ₱25,000 depending on retained earnings, or ₱10,000 to ₱30,000 if the report is not filed — plus ₱1,000 per month of delay.
- SEC Memorandum Circular No. 16, series of 2026 suspends the monthly penalty until 31 December 2026. The base fine still applies.
- Monitoring requests lodged through eWATCH on or after 1 January 2027 are charged the monthly penalty again.
- A report filed more than a year late is fined as not filed, with the monthly penalty capped at 12 months.
- A report reverted in eFAST counts as not filed.
- Three failures to file within five years can place a corporation under delinquent status.
How the SEC computes the fine
The fine is charged per report: a late GIS and a late AFS are two violations. Each has two parts.
The base fine depends on the corporation's retained earnings and on how many times it has been fined before. For a domestic stock corporation or One Person Corporation, the first offense is:
| Retained earnings | Late filing | Not filed |
|---|---|---|
| Capital deficiency or deficit | ₱5,000 | ₱10,000 |
| ₱0 to ₱100,000 | ₱5,000 | ₱10,000 |
| ₱100,001 to ₱500,000 | ₱10,000 | ₱15,000 |
| ₱500,001 to ₱5,000,000 | ₱15,000 | ₱20,000 |
| ₱5,000,001 to ₱10,000,000 | ₱20,000 | ₱25,000 |
| Above ₱10,000,000 | ₱25,000 | ₱30,000 |
Source: SEC Memorandum Circular No. 6, series of 2024, Part II, tables A and C, effective for monitoring requests from 1 April 2024.
The base fine rises with each later offense, up to a fifth-offense fine of ₱45,000 for late filing above ₱10,000,000 of retained earnings. Non-stock and foreign corporations have their own tables in the same circular.
The monthly penalty is ₱1,000 for each month of delay, or ₱500 for a corporation with a deficit. A corporation with a capital deficiency pays the base fine only. It runs from the due date, and part of a month counts as a whole month. A report filed more than a year after its due date is charged the base fine for not filing, and the monthly penalty stops at 12 months.
For example: a domestic stock corporation with ₱600,000 of retained earnings files its AFS seven months late, its first offense. The fine is ₱15,000, plus ₱7,000 for the seven months. If its monitoring request is lodged before 1 January 2027, the ₱7,000 is not charged.
The 2026 suspension and the 1 January 2027 date
SEC Memorandum Circular No. 16, series of 2026, signed on 13 May 2026, suspends the monthly penalty for late and non-filing of the AFS and GIS. It applies to all domestic stock, non-stock and One Person Corporations, and to foreign corporations, whatever their capital or number of prior offenses.
- A corporation with a monitoring request already pending is not charged the monthly penalty.
- A final assessment not yet paid is reissued without it.
- Amounts already paid stay paid: there is no refund or credit.
- The base fine still applies, and the duty to file on time is unchanged.
The suspension runs until 31 December 2026. After that, the monthly penalty applies again without any further notice, and every monitoring request lodged through eWATCH on or after 1 January 2027 is charged it. The SEC can lift, change or extend the suspension before then.
The date that counts is the day the monitoring request is lodged, not the day the report was due. A corporation with reports outstanding from earlier years that files them and lodges its request before 1 January 2027 is assessed without the monthly penalty on each of them, unless the SEC lifts the suspension earlier. Pay the assessment when it arrives. Our guide to SEC eWATCH explains how the request is made.
The deadlines the fines are counted from
| Report | Domestic corporation | Foreign corporation |
|---|---|---|
| GIS | Within 30 calendar days of the actual annual stockholders' or members' meeting | Within 30 calendar days of the anniversary of its SEC license |
| AFS, 31 December year-end | The date the SEC sets each year: 15 June in 2026, after an extension | Same |
| AFS, other fiscal years | Within 120 calendar days of the fiscal year-end | Same |
A One Person Corporation does not file a GIS. A foreign corporation's late filing is charged as not filed once it is more than 60 days late.
A domestic corporation's financial statements must be audited when total assets or total liabilities are above ₱3,000,000, and a foreign branch's above ₱1,000,000. Below that, the corporation files financial statements with a sworn statement of management's responsibility, unless the SEC classifies it in Group A, B or C or as a public-interest entity, which must be audited whatever its size. The full calendar is in our annual compliance calendar.
Why a filed report can still be late: reversion in eFAST
Reports are filed through eFAST. An accepted report receives a QR code by email, which is the proof that the SEC received it. A report the SEC reverts is treated as not filed, and the corporation must correct it and submit it again.
Common reasons for reversion:
- the wrong report type or period selected;
- the AFS not filed as a single PDF with the complete set of statements and attachments;
- the GIS missing either of its two required parts: the signed and notarized GIS, and the GIS template converted from Excel to PDF, together in one PDF;
- a scan below the required 100 by 100 dpi;
- the wrong company profile, or pages in landscape orientation.
Keep every QR code and every reversion email. They show when each report was submitted.
Delinquent status and revocation
Fines are not the only consequence. Under Section 177 of the Revised Corporation Code, the SEC can place a corporation under delinquent status after it fails to file its reports three times within five years, consecutively or not. Once a corporation has been notified of delinquent status, a sixth offense is a ground for revoking its certificate of registration, with a fine equal to the fifth offense plus a 100% surcharge.
What to do if your GIS or AFS is late
- Check eFAST. See whether each report shows as accepted, reverted or never submitted, and save the status.
- List every report outstanding, including earlier years. Each unfiled year is assessed separately.
- Prepare and file the missing reports in the format eFAST accepts.
- Lodge the monitoring request through eWATCH before 1 January 2027, so the assessment carries the base fine only.
- Pay the assessment and keep the confirmation of payment.
- Set the next deadlines so the same report is not late again. A repeat offense is charged at a higher base fine.
What Korp does
Korp's corporate secretary service prepares and files the corporation's GIS each year, monitors its SEC deadlines with advance reminders, and keeps its Stock and Transfer Book and statutory minutes. It is ₱10,000 a month, an annual subscription billed quarterly. For a company Korp did not incorporate, there is a one-time onboarding fee equal to one month, and where reports are unfiled or the company is delinquent, the catch-up work is quoted before onboarding. For subscribers, replying to an SEC monitoring or show-cause order, or lifting delinquent status, is ₱25,000. Talk to an expert about your corporation's filings, or get started.
Frequently asked questions
What is the SEC penalty for late filing of the GIS?
For a domestic stock corporation, the first-offense base fine is ₱5,000 to ₱25,000 depending on retained earnings, plus ₱1,000 per month of delay. The monthly penalty is suspended until 31 December 2026 under SEC Memorandum Circular No. 16, series of 2026.
Is the SEC late filing penalty suspended in 2026?
Only the monthly part. SEC Memorandum Circular No. 16, series of 2026 suspends the ₱1,000-per-month penalty until 31 December 2026. The base fine still applies, and monitoring requests lodged on or after 1 January 2027 are charged the monthly penalty again.
What happens if a report is reverted in eFAST?
A reverted report is treated as not filed. The corporation must correct it and submit it again, and the report stays late until it is accepted.
When does a corporation become delinquent with the SEC?
The SEC can declare a corporation delinquent after it fails to file its reports three times within five years, consecutively or not. After notice of delinquent status, a sixth offense is a ground for revocation.
