How to File the SEC General Information Sheet

Every corporation registered with the Securities and Exchange Commission — stock, non-stock, or foreign — must file a General Information Sheet (GIS) within thirty (30) calendar days from its actual annual stockholders’ or members’ meeting, submitted exclusively through the SEC’s Electronic Filing and Submission Tool (eFAST). Missing the deadline does not stop the corporation from operating, but it triggers fines that grow the longer the report stays unfiled, and repeated non-compliance can eventually lead to revocation proceedings.

What the GIS Is and Who Must File It

The GIS is an annual snapshot of a corporation’s structure — its directors, officers, stockholders (or members), capital structure, and beneficial owners — as of the date of its annual meeting. The requirement traces to Section 177 of the Revised Corporation Code of the Philippines (Republic Act No. 11232), which obligates every corporation to submit a GIS to the SEC annually.

The obligation applies regardless of size or activity level. A dormant holding company with no transactions for the year still has to file, as does a small family corporation that has never issued stock certificates beyond the original incorporators. Non-stock corporations (associations, foundations, homeowners’ associations, and similar entities) file the same way, substituting members for stockholders. Branches and representative offices of foreign corporations file too, but their clock runs from the anniversary date of the SEC license, not from a local stockholders’ meeting.

The 30-Day Filing Deadline

The rule that matters most in practice is this: the GIS is due thirty (30) calendar days after the date the annual meeting actually took place — not thirty days from the date it was supposed to happen under the by-laws. If the by-laws set the annual meeting for the second Monday of June but the meeting is actually held in August, the 30-day clock starts running from the August date. Corporations that end up holding their annual meeting late, or not at all in a given year, should not assume that no GIS is due; they should confirm the correct computation with the SEC or with counsel rather than let the filing lapse by default.

For foreign corporations licensed to do business in the Philippines, the reference point is different: the GIS is due thirty (30) calendar days from the anniversary date of the issuance of their SEC license, since they typically do not hold a Philippine stockholders’ meeting.

Separately, if there is any change in a corporation’s beneficial ownership information, current SEC guidance requires that change to be reported within seven (7) calendar days — a much shorter window than the annual GIS cycle, and one that is easy for corporate secretaries to overlook because it is not tied to the annual meeting at all.

Step-by-Step: Filing the GIS Through eFAST

Paper filing over the counter is no longer the standard route; GIS submissions go through eFAST. The general sequence looks like this:

• Hold the annual meeting. The GIS reports the corporation’s state as of that meeting date, so the meeting has to happen (or be documented as having happened) before the form can be completed accurately.
• Download the current GIS template. The SEC periodically updates the form — for instance, extending transitional use of an older template while a revised version is phased in — so corporations should pull the version currently posted on the SEC or eFAST site rather than reuse a prior year’s file.
• Complete all required fields. This includes the corporation’s directors and officers with their nationalities, addresses, and Tax Identification Numbers; its stockholders or members and their shareholdings; and beneficial ownership disclosures.
• Have the certification page signed and, where still required, notarized. The GIS carries a verification page typically executed by the corporate secretary attesting that the information is true and correct. In most practice, this page is notarized before the completed document is scanned for upload.
• Register or log in to the corporation’s eFAST account and upload the completed, signed GIS as a PDF.
• Retain the system-generated confirmation. eFAST issues a reference or confirmation once a filing is accepted; keep this together with the uploaded file as the corporation’s proof of timely compliance.

Because eFAST is also used for Audited Financial Statements and other reportorial requirements, corporate secretaries handling multiple entities should be careful to file each corporation’s GIS under the correct company profile — a filing uploaded to the wrong account does not count as compliance for the intended corporation.

What Information the GIS Must Contain

The form is more than a formality; it is the SEC’s primary record of who actually controls a corporation. It requires, among other things:

• The complete list of directors or trustees and corporate officers, with citizenship, address, and TIN;
• Stockholders of record (the GIS form generally accommodates a set number of principal stockholders, with attachments for corporations with a larger stockholder base) and their respective shareholdings;
• The corporation’s authorized, subscribed, and paid-up capital;
• Any changes in the corporate address, corporate secretary, or other key officers during the year; and
• Beneficial ownership information — the natural person or persons who ultimately own or exercise effective control over the corporation, even if their ownership is held through another entity.

Beneficial Ownership Disclosure

In recent years the SEC has placed heavier emphasis on beneficial ownership transparency as part of the country’s anti–money laundering framework. The GIS now requires corporations to identify their beneficial owners — not just their nominal stockholders of record — and, as noted above, to report material changes to that information within seven calendar days rather than waiting for the next annual GIS. Corporations that use nominee arrangements or layered holding structures should treat this disclosure carefully, since beneficial ownership misstatements carry their own compliance exposure separate from a simple late GIS filing.

Penalties for Late or Non-Filing

The SEC imposes fines for late GIS filing that increase the longer the report remains outstanding, and the amounts assessed can also depend on factors such as the corporation’s asset size. Because the fine schedule is revised from time to time through SEC memorandum circulars, corporations should treat any specific peso figure they encounter online as a starting estimate only, and confirm the current schedule directly with the SEC or through eFAST before assuming what a particular delay will cost.

Beyond monetary fines, chronic non-filers — corporations that skip the GIS (and usually the Audited Financial Statements as well) for several consecutive years — risk being tagged for suspension or revocation proceedings, and eventually revocation of their certificate of registration. A revoked corporation loses its juridical personality for ordinary business purposes, which is a far more serious consequence than the filing fine itself. Corporations that have fallen behind on multiple years of GIS filings should address the backlog deliberately rather than simply filing the most recent year and hoping the gap goes unnoticed.

Common Filing Mistakes to Avoid

A few recurring errors cause otherwise-compliant corporations to run into trouble:

• Filing based on the scheduled meeting date rather than the actual meeting date. If the meeting was postponed, the 30-day clock moves with it.
• Reusing an outdated GIS template. The SEC periodically revises the form, and an outdated version can be rejected or flagged during review.
• Treating a dormant or inactive corporation as exempt. Inactivity does not suspend the GIS requirement; only formal dissolution does.
• Overlooking the separate seven-day beneficial ownership update requirement. Many corporate secretaries remember the annual GIS but forget that a mid-year change in beneficial ownership has its own, much shorter, reporting window.
• Letting multiple years lapse before catching up. Each unfiled year typically compounds the fine exposure, so catching up sooner rather than later limits the damage.

Because the GIS doubles as the SEC’s official record of who runs and owns a corporation, keeping it current also protects the corporation in dealings with banks, government agencies, and counterparties who routinely pull a corporation’s latest GIS to confirm signing authority before closing a transaction.

Frequently Asked Questions

Does a corporation with no business activity still need to file a GIS? Yes. The GIS requirement applies to every SEC-registered corporation regardless of whether it conducted any business or earned any income during the year; only formal dissolution removes the obligation.

What if the corporation never actually held its annual meeting? SEC rules still expect a GIS to be filed, so a corporation in this situation should confirm the correct computation of the deadline with the SEC or with counsel rather than assume no report is due.

Can the GIS still be filed over the counter instead of through eFAST? GIS submissions are made exclusively through the SEC's eFAST online portal; corporations should not rely on manual, paper-based filing as the standard route.

Who is responsible for signing the GIS? The GIS is typically prepared and its certification page executed by the corporate secretary, who attests under oath that the information reported is true and correct before it is uploaded.

This commentary is for general informational purposes only and does not constitute legal advice. For guidance specific to your situation, please consult a licensed attorney.

Keeping the GIS current each year is one of the cheapest forms of corporate housekeeping available — far cheaper than untangling a multi-year backlog once a bank, buyer, or government agency asks for proof of good standing.