What Is a General Information Sheet (GIS) in the Philippines? A Guide to SEC Filing and Compliance

Executive Summary

The General Information Sheet (GIS) is one of the key annual reportorial requirements of corporations registered with the Securities and Exchange Commission (SEC) in the Philippines.

It contains important information about the corporation, including its principal office, directors or trustees, officers, stockholders or members, capital structure, and other corporate details required by the SEC.

For domestic stock and non-stock corporations, the SEC currently requires the GIS to be filed within 30 calendar days from the date of the actual annual stockholders’ or members’ meeting.

The GIS is more than a routine form. It serves as an important corporate record that allows the SEC and the public to see key information about the corporation and helps demonstrate continuing compliance with Philippine corporate regulations.

Step-by-Step Guide: Understanding and Filing the SEC GIS

1. Determine whether your corporation must file a GIS

Domestic stock and non-stock corporations registered with the SEC are generally required to submit a GIS as part of their annual reportorial compliance. The SEC also prescribes GIS forms for foreign corporations and other registered entities.

The specific form and requirements may depend on the type of corporation.

2. Gather the corporation’s updated information

Before preparing the GIS, review the corporation’s current records.

The information should accurately reflect matters such as the corporation’s registered details, directors or trustees, officers, stockholders or members, and capital structure.

Do not simply copy the previous year’s GIS without checking whether changes occurred during the year.

3. Reconcile the GIS with the corporate records

The GIS should be consistent with the corporation’s underlying records.

For example, changes in directors, officers, shareholders, or shareholdings should be checked against the minutes, Secretary’s Certificates, Stock and Transfer Book, and other relevant corporate documents.

This is particularly important when the corporation has undergone share transfers, officer changes, capital changes, or corporate restructuring.

4. Check beneficial ownership requirements

Beneficial ownership reporting has become an important part of SEC compliance.

The SEC’s current reportorial requirements indicate that the Beneficial Ownership Declaration is now filed through HARBOR and that it had previously been mandatorily filed with the GIS until January 30, 2026.

Corporations should therefore check the current SEC filing platform and applicable beneficial ownership requirements instead of relying solely on older GIS procedures.

5. File within the applicable deadline

For domestic stock and non-stock corporations, the GIS is generally due within 30 calendar days from the actual annual stockholders’ or members’ meeting.

Certain entities with secondary licenses may have additional or more specific requirements, so companies should check the rules applicable to their particular registration or license.

Risks and Penalties for GIS Non-Compliance

Failing to submit the GIS on time can result in SEC fines and penalties.

The SEC updated its schedule of fines and penalties for late and non-submission of the GIS and Audited Financial Statements through Memorandum Circular No. 6, Series of 2024. The applicable amount may depend on the type of corporation, its circumstances, and the nature or duration of the violation.

Incorrect information can also create practical problems.

If the GIS does not match the corporation’s actual records, questions may arise regarding its directors, officers, shareholders, ownership structure, or corporate authority.

For this reason, corporations should treat GIS preparation as a corporate housekeeping exercise, not merely a form-filling requirement.

Practical Examples

Example 1: Change in Corporate Secretary

A corporation elects a new Corporate Secretary during the year.

When preparing its GIS, the corporation should make sure that the officer information reflects the proper corporate action and is consistent with its minutes, board records, and other supporting documents.

Example 2: Share Transfer

A shareholder transfers part of his shares to another person.

Before reflecting the new ownership structure in the GIS, the corporation should verify that the transfer has been properly documented and recorded in the corporation’s books, including the Stock and Transfer Book where applicable.

The GIS should not be used as a substitute for completing the underlying corporate transaction.

Example 3: Copying Last Year’s GIS

A company simply copies its previous GIS and changes the year.

During review, it discovers that one director resigned, another officer was appointed, and several shares were transferred.

Submitting the old information could create inconsistencies between the GIS and the corporation’s actual records.

A proper pre-filing review would help catch these issues before submission.

Frequently Asked Questions

Is the GIS filed every year?

Yes. The GIS is an annual reportorial requirement for covered corporations. For domestic stock and non-stock corporations, the SEC states that it should generally be filed within 30 calendar days from the actual annual stockholders’ or members’ meeting.

Is the GIS the same as the Articles of Incorporation?

No.

The Articles of Incorporation establish fundamental information about the corporation at incorporation and may later be amended through the appropriate process.

The GIS is an annual report containing updated information about the corporation.

Is the GIS the same as the Audited Financial Statements?

No.

The GIS focuses primarily on corporate information, while the Audited Financial Statements (AFS) report the corporation’s financial position and financial results.

Both may form part of a corporation’s annual SEC compliance requirements, but they serve different purposes.

What happens if the GIS is filed late?

The corporation may be subject to SEC fines and penalties under the applicable schedule for late or non-submission of reportorial requirements.

Can an incorrect GIS be corrected?

Depending on the nature of the error or subsequent corporate change, corrective or amended filings may be required.

The proper approach should be determined based on what information is incorrect, what corporate action actually occurred, and the SEC procedure applicable to the correction.

Call-to-Action

Need Help Preparing or Reviewing Your SEC GIS?

Do not wait until the filing deadline to discover inconsistencies in your corporate records.

Before submission, review the corporation’s directors, officers, shareholders, capital structure, corporate actions, and beneficial ownership information to ensure that the filing is consistent with the underlying records.

Aureada CPA Law Firm assists corporations with GIS preparation and review, amended GIS filings, changes in directors and officers, share transfers, beneficial ownership compliance, corporate housekeeping, and other SEC reportorial requirements.