General Information Sheet (Philippines)

A General Information Sheet (GIS) in the Philippines is an annual corporate disclosure document required by the Securities and Exchange Commission (SEC) under the Revised Corporation Code of the Philippines (RA 11232, 2019) and SEC Memorandum Circular No. 20, Series of 2016. Every domestic stock corporation, non-stock corporation, and partnership registered with the SEC must file a GIS within 30 days of the Annual General Meeting (AGM) of stockholders or members, capturing the corporation's current ownership structure, capitalization, and key officers.

The GIS serves as the SEC's primary mechanism for tracking corporate ownership and detecting violations of foreign equity restrictions imposed by the Foreign Investments Act (RA 7042), the Philippine Constitution, and the Foreign Investments Negative List under Executive Order 175 (2022). Corporations engaged in activities restricted to Philippine nationals — such as mass media (100% Filipino), retail trade (60% Filipino under RA 11595), or land ownership — must demonstrate compliance through the GIS by accurately reporting the nationality and percentage ownership of each stockholder.

The Bureau of Internal Revenue (BIR) and the Department of Trade and Industry (DTI) also rely on GIS data for cross-referencing corporate registrations, while banks and government agencies routinely require a current GIS as part of corporate loan applications, government contract bidding, and business permit renewals under the Local Government Code (RA 7160). A GIS that is more than one year old is generally not accepted for these purposes.

Failure to file the GIS within the 30-day deadline exposes the corporation to administrative fines under SEC Memorandum Circular No. 28, Series of 2020, which sets escalating penalties from PHP 10,000 for the first offense to PHP 30,000 for the third and subsequent offenses per year of non-filing, plus potential revocation of the Certificate of Registration under Section 177 of RA 11232. The SEC's Electronic Filing and Submission Tool (eFAST) at efiling.sec.gov.ph is the mandatory online channel for GIS submission as of SEC Memorandum Circular No. 6, Series of 2022.

The legal framework governing the General Information Sheet (Philippines) in Philippines draws on several key statutes and regulatory bodies. Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Parties executing a General Information Sheet (Philippines) in Philippines should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Revised Corporation Code (RA 11232, 2019) sets the foundational requirements.

A General Information Sheet is required in the Philippines in several specific circumstances under the Revised Corporation Code (RA 11232) and SEC regulations.

A GIS must be filed annually within 30 days of the corporation's Annual General Meeting (AGM) of stockholders or members. For corporations that have not yet held their first AGM, the GIS is due within 30 days of the anniversary of the SEC-issued Certificate of Registration — a rule clarified in SEC Opinion dated November 15, 2021.

A GIS is required when a corporation undergoes a change in stockholders or capital structure, such as issuance of new shares, transfer of existing shares, or a secondary public offering. The updated GIS reflects these changes for the SEC's corporate registry and triggers review for Foreign Investments Negative List compliance under Executive Order 175 (2022).

A GIS is needed when a corporation applies for a Mayor's Permit or Business Permit renewal with the Local Government Unit (LGU). City and municipal governments, particularly Makati City, Quezon City, and Taguig (BGC), require a current GIS certified by the Corporate Secretary as part of the annual permit renewal package under the Local Government Code (RA 7160, Section 151).

Banks supervised by the Bangko Sentral ng Pilipinas (BSP) require a current GIS when a corporation opens a corporate bank account, applies for a commercial loan, or executes a trust receipt arrangement. BSP Circular No. 950 (2017) on Anti-Money Laundering Act (AMLA, RA 9160) compliance requires financial institutions to verify corporate ownership through the GIS.

A GIS is required when a corporation submits a bid for government contracts under the Government Procurement Reform Act (RA 9184). The Philippine Government Electronic Procurement System (PhilGEPS) registration requires a current GIS among the eligibility documents for contractor registration.

A complete General Information Sheet for the Philippines must contain the following essential components as prescribed by the SEC's GIS form template and RA 11232.

Corporate Identification: The full registered corporate name exactly as it appears on the SEC Certificate of Registration, the SEC Registration Number, Tax Identification Number (TIN) issued by the BIR, principal office address, fiscal year end, and date of the Annual General Meeting for which this GIS is filed.

Capital Structure: The authorized capital stock in Philippine Peso (PHP), the subscribed capital stock, and the paid-up capital stock. For foreign corporations, the actual inward remittance must be reported. The GIS must separately state the par value per share and total number of authorized shares, subscribed shares, and outstanding shares.

List of Directors and Officers: Full names, nationalities, and positions of the Board of Directors, the President, Treasurer, Corporate Secretary, Compliance Officer, and all other officers. Under Section 24 of RA 11232, independent directors are required for corporations covered by the Securities Regulation Code (RA 8799) or with at least 200 stockholders and assets exceeding PHP 50 million.

Top 20 Stockholders: Names, nationalities, number of shares held, and percentage of ownership for the 20 largest stockholders. This section is critical for Foreign Investments Negative List compliance — the GIS must accurately reflect Filipino vs. foreign equity to confirm the corporation does not exceed constitutional and statutory foreign equity caps.

Total Assets, Liabilities, and Retained Earnings: These figures, taken from the most recently audited financial statements, allow the SEC to classify the corporation's size and assess applicable reporting requirements under SEC Memorandum Circular No. 1, Series of 2020 on financial reporting standards.

Certification: The GIS must be certified under oath by the Corporate President and Corporate Secretary before a Notary Public. Under the Rules on Notarial Practice (A.M. No. 02-8-13-SC), the notary must personally appear before the signatories and attach the notarial certificate with the document number, page number, book number, and series year.

Additional compliance elements for a General Information Sheet (Philippines) used in Philippines include: Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Forms-legal.com provides this template as a starting point for Philippines-compliant documentation.