Short answer: Every SEC-registered corporation files annual financial statements, but for fiscal years ending on or after December 31, 2025, a domestic corporation needs an audit only if its total assets or total liabilities exceed ₱3 million. Smaller corporations file unaudited statements with a sworn Statement of Management's Responsibility (SMR), unless they are public interest entities. The BIR has its own test: books must be audited if gross annual sales, earnings, receipts or output exceed ₱3 million. In 2026, the deadlines for December 31, 2025 year-ends moved to May 15 for the BIR and June 15 for most SEC filings. In 2027, the income tax return is due April 15; watch for the SEC's 2027 schedule.

Two agencies, two ₱3 million tests

• SEC (balance sheet test): total assets or total liabilities above ₱3 million (SEC Memorandum Circular No. 4, s. 2026, amending Revised SRC Rule 68).

• BIR (income test): gross annual sales, earnings, receipts or output above ₱3 million (Section 232(A), National Internal Revenue Code (NIRC), as amended by Republic Act No. 10963). The Ease of Paying Taxes Act (Republic Act No. 11976) left this rule unchanged.

A holding company with large assets but little income may need an audit only for the SEC; a trader with high sales but a small balance sheet, only for the BIR. Since the SEC accepts only BIR-received statements, one audited set usually serves both.

Who must file audited statements with the SEC

Every corporation, domestic or foreign, doing business in the Philippines files annual financial statements and a General Information Sheet with the SEC (Section 177, Revised Corporation Code). An audit by an independent CPA is required for:

• domestic stock and nonstock corporations with total assets or total liabilities above ₱3 million (SEC MC No. 4, s. 2026);

• branches and representative offices of foreign corporations with assigned capital (stock corporations) or total assets (nonstock corporations) of ₱1 million or more, and regional operating headquarters with revenues of ₱1 million or more (SEC MC No. 9, s. 2026); and

• public interest entities of any size: companies in the SEC's Groups A, B or C, and others the SEC finds vested with public interest (SEC MC No. 4, s. 2026).

Groups A to C, the SEC's auditor-accreditation groups, cover listed and public companies, issuers of registered securities, and certain financial institutions and large nonprofits (SEC MC No. 20, s. 2019, as amended).

The SEC may still require an audit from any corporation to protect investors or the public. One Person Corporations follow the same ₱3 million test; see OPC compliance in 2026.

If you are below the threshold

The Revised Corporation Code lets the Department of Finance set the size below which statements need only be certified under oath (Section 74). It approved ₱3 million in November 2025. The old ₱600,000 figure still applies to fiscal years ended before December 31, 2025 (SEC MC No. 4, s. 2026). File:

• unaudited statements with at least a statement of financial position, an income statement and notes; and

• an SMR sworn by the chairman, the president or CEO, and the treasurer or CFO, as authorized by the board (the president and treasurer for an OPC).

Micro entities may use the income tax basis or PFRS for Small Entities, a simplified accounting standard. The signers answer for the figures, and false statements are penalized (SEC MC No. 4, s. 2026).

SEC deadlines in the 2026 filing season

SEC MC No. 9, s. 2026 (February 11, 2026) set the schedule for December 31, 2025 year-ends. After the BIR's extension, an SEC notice dated April 14, 2026 moved the dates:

• Most corporations, including branches, representative offices and regional headquarters of foreign corporations: May 29 to June 15, 2026.

• Listed companies, registered issuers, public companies and others with reporting duties under Section 17.2 of the Securities Regulation Code (with SEC Form 17-A): April 15 to May 15, 2026.

• Brokers and dealers (with SEC Form 52-AR): April 30 to May 15, 2026.

• Other fiscal years: within 120 calendar days after year-end (SEC MC No. 9, s. 2026).

How to file with the SEC

1. File with the BIR first. The SEC accepts only statements stamped received by the BIR or accompanied by the BIR's eAFS confirmation receipt (SEC MC No. 9, s. 2026).

2. Include all basic components required by Revised SRC Rule 68.

3. Upload through eFAST, the SEC's online filing system. Email, courier and over-the-counter filings are no longer accepted.

4. Mind the timing. Weekend and holiday filings count as filed on the next working day, and a reverted (rejected) filing counts as not filed.

BIR rules: audit, attachments and eAFS

Section 232(A) requires corporations, partnerships and other persons above the ₱3 million sales test to have their books audited yearly by an independent CPA and to file their income tax returns with information from the certified statements. The BIR's rules on financial statements that accompany tax returns also require the notes to disclose taxes, duties and license fees paid or accrued (Revenue Regulations No. 21-2002, as amended by RR No. 15-2010, implementing Section 6(H), NIRC).

• Return deadline: April 15 for calendar-year corporations, or the 15th day of the fourth month after a fiscal year ends (Section 77(B), NIRC, as amended by RA 11976).

• eAFS: the BIR's Electronic Audited Financial Statements system for uploading the statements and other attachments. Its confirmation receipt is your proof.

• Attachment deadline: recent BIR circulars set it at 15 days after the return deadline, or after actual filing if the return is late (Revenue Memorandum Circular (RMC) No. 34-2025; RMC No. 20-2026).

In 2026, the BIR moved the return, payment and attachments from April 15 to May 15 (RMC No. 30-2026), with attachments due by May 15 whatever the filing date (RMC No. 39-2026). Taxpayers hit by eAFS failures got until May 25 without penalty for the delay, but the return deadline stayed at May 15 (RMC No. 46-2026).

Who can do the audit

• Any audit: an independent CPA accredited by the Board of Accountancy (BOA) and the Professional Regulation Commission for public practice (Sections 28 and 31, Republic Act No. 9298).

• Group A, B and C entities: an SEC-accredited auditor from the matching group (Revised SRC Rule 68; SEC MC No. 20, s. 2019). The Supreme Court upheld the SEC's power to require this accreditation in SEC v. 1Accountants Party-List, Inc. (G.R. No. 246027, January 28, 2025).

• Other companies do not need an SEC-accredited auditor.

Fines and the 2026 relief

Under SEC MC No. 6, s. 2024, a domestic stock corporation that files late (within a year after the deadline) pays ₱5,000 to ₱25,000 for a first offense, depending on retained earnings (accumulated profits), plus ₱1,000 for each month of delay (₱500 if in deficit). Non-filing (more than a year late, or never) costs ₱10,000 to ₱30,000 for a first offense. Fines rise with each repeat offense, and nonstock and foreign corporations have separate scales. Three failures to file within five years can mean delinquent status (Section 177, Revised Corporation Code).

From May 14 to December 31, 2026, the SEC is not charging the monthly add-on, but basic fines and deadlines still apply (SEC MC No. 16, s. 2026). See SEC penalties for late AFS filing.

What to expect for 2027 filings

For years ending December 31, 2026:

• Threshold: the ₱3 million test applies again (SEC MC No. 4, s. 2026).

• BIR: the return is due Thursday, April 15, 2027. If the 15-day rule stays, eAFS attachments are due Friday, April 30, 2027; confirm in the BIR's 2027 circular.

• SEC: watch for the 2027 schedule. The baseline is 120 calendar days after year-end, which would be April 30, 2027, unless the SEC sets another date. In 2026, it gave more time.

• Penalties: monthly add-ons return on January 1, 2027, unless the SEC extends the relief. File any missing 2025 statements while it lasts.

• Government contractors: corporate contractors with a single government contract of ₱400 million or more, or ₱500 million or more in total, will need Group A or B auditors (SEC MC No. 26, s. 2026). Check when the rule first applies to your reporting period.

Frequently asked questions

Our assets are under ₱3 million. Do we still file with the SEC?

Yes. File unaudited statements with a sworn SMR through eFAST, unless you are a public interest entity.

Our sales exceed ₱3 million, but our assets are small. Do we need an audit?

Yes, for the BIR (Section 232(A), NIRC). File the same BIR-received audited statements with the SEC.

Do we need an SEC-accredited auditor?

Only if your company is in Group A, B or C. Otherwise, any BOA-accredited independent CPA may do the audit.

When are 2027 filings due?

The income tax return is due April 15, 2027. For the SEC date, check the SEC's 2027 circular.

Sources

• Republic Act No. 11232 (Revised Corporation Code), Sections 74 and 177

• National Internal Revenue Code of 1997, as amended, Sections 6(H), 77(B) and 232(A)

• Republic Act Nos. 10963 (TRAIN Law), 11976 (Ease of Paying Taxes Act) and 9298 (Philippine Accountancy Act of 2004, Sections 28 and 31)

• SEC Memorandum Circular Nos. 4, 9 (February 11, 2026), 16 (May 13, 2026) and 26, Series of 2026

• SEC Notice dated April 14, 2026 (extension of 2025 AFS deadlines)

• SEC Memorandum Circular No. 6, Series of 2024, and No. 20, Series of 2019

• Revised SRC Rule 68

• Revenue Regulations No. 21-2002, as amended by Revenue Regulations No. 15-2010

• Revenue Memorandum Circular Nos. 34-2025, 20-2026, 30-2026, 39-2026 and 46-2026

• SEC v. 1Accountants Party-List, Inc., G.R. No. 246027, January 28, 2025

Looking for an accredited external auditor?

Our assurance practice is accredited with the SEC and BSP (Class C) and audits financial statements for SEC and BIR filing. See our audit and assurance services.

You can also email info@aureadalaw.com or call (02) 8812-9990.

Related guides

• SEC Audited Financial Statements: Who Must File and When?

• What Triggers a BIR or BSP Audit?

• SEC Introduces GIS 2026 and New Beneficial Ownership Disclosure Process

This article is general information as of its publication date, not legal advice, and does not create a lawyer-client relationship. For advice on your situation, consult a lawyer.