Financial Statement Certification (Philippines)

A Financial Statement Certification in the Philippines establishes the terms governing the arrangement it covers, giving the parties a clear written record to rely on.

The Securities and Exchange Commission requires management certification of financial statements under the Revised Securities Regulation Code (Republic Act No. 8799) and SEC Memorandum Circular No. 6 (2016) on Sustainability Reporting and SEC Memorandum Circular No. 3 (2021) on the Revised Guidelines on the Submission of Audited Financial Statements. For publicly listed companies, SEC Form 17-A (Annual Report) requires the certification of the President and Chief Finance Officer under SEC Memorandum Circular No. 16 (2002) — modeled after the Sarbanes-Oxley Act (SOX) certifications in the United States — attesting to the accuracy of financial information disclosed in regulatory filings.

The Bureau of Internal Revenue requires company officers to sign the Income Tax Return (BIR Form 1702) and other annual tax returns under penalties of perjury under Section 267 of the National Internal Revenue Code (NIRC, RA 8424) — the signatory certifies the accuracy and completeness of the return and the supporting financial statements. For large taxpayers under the Large Taxpayer Service (LTS) of the BIR, additional certifications may be required under Revenue Memorandum Orders governing the BIR's risk-based audit selection.

Financial Statement Certifications also serve as management representations to external auditors under Philippine Standards on Auditing (PSA) 580 (Written Representations), which requires auditors to obtain written representations from management as part of the audit evidence gathering process.

The legal framework governing the Financial Statement Certification (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 Financial Statement Certification (Philippines) in Philippines should confirm the document reflects current law, including any amendments enacted since the original drafting date. The National Internal Revenue Code (RA 8424) sets the foundational requirements.

A Financial Statement Certification in the Philippines is needed whenever management submits financial statements to regulatory bodies, auditors, lenders, or investors requiring formal assurance of accuracy.

A Financial Statement Certification is required for annual submission of Audited Financial Statements (AFS) to the Securities and Exchange Commission (SEC) under SEC Memorandum Circular No. 3 (2021) — corporations with paid-up capital exceeding PHP 50,000 must submit AFS within 120 days of the fiscal year end, accompanied by management certification.

A Financial Statement Certification is needed for the annual Income Tax Return (BIR Form 1702) submission to the Bureau of Internal Revenue (BIR) — the return must be signed by the President or authorized officer under penalties of perjury under Section 267 of the NIRC, certifying the accuracy and completeness of the financial data reported.

A Financial Statement Certification is required by BSP-supervised banks when a corporate borrower applies for a loan or credit facility — the bank requires certified financial statements as part of the credit evaluation process under BSP Manual of Regulations for Banks credit risk management requirements.

A Financial Statement Certification is needed when a company prepares financial statements for merger, acquisition, or due diligence under the Revised Corporation Code (RA 11232) — prospective buyers, investors, or the SEC require certified financial statements to verify the target company's financial condition.

A Financial Statement Certification is required for listed companies filing periodic reports with the SEC under the Revised Securities Regulation Code (RA 8799) — the certifying officers attest to the accuracy of quarterly and annual financial disclosures under SEC Memorandum Circular No. 16 (2002) to protect investors under the SRC's anti-fraud provisions.

Parties in Philippines should prepare a Financial Statement Certification (Philippines) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. 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. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.

A valid Financial Statement Certification in the Philippines must contain the following essential elements to meet SEC, BIR, and auditor requirements.

Certifying Officers: Full legal names, titles, and signatures of the certifying management officers — at minimum the President or Chief Executive Officer and the Treasurer or Chief Finance Officer. For SEC-listed company certifications under SEC Memorandum Circular No. 16 (2002), both officers must sign and their certifications must be notarized. The certifying officers must be actually responsible for the financial information — not merely signing for a colleague.

Company Identification: The corporation's full legal name as registered with the SEC, SEC Registration Number, principal office address, and the fiscal year end date covered by the certified financial statements. The SEC Registration Number enables cross-reference to the company's corporate registration records.

Financial Reporting Framework: A declaration that the financial statements have been prepared in accordance with Philippine Financial Reporting Standards (PFRS) — or Philippine Financial Reporting Standards for Small and Medium-Sized Entities (PFRS for SMEs) for qualifying companies — issued by the Financial Reporting Standards Council (FRSC), consistent with SEC MC No. 3 (2021) reporting requirements.

True and Fair View Statement: An express certification that the financial statements — balance sheet, income statement, statement of changes in equity, and cash flow statement — present a true and fair view of the company's financial position, results of operations, and cash flows for the stated period, consistent with the PFRS fair presentation requirement in PAS 1 (Presentation of Financial Statements).

Internal Controls Statement: For SEC-covered companies, a statement regarding the effectiveness of internal controls over financial reporting — modeled after SEC Memorandum Circular No. 16 requirements — confirming that the certifying officers have designed and evaluated the company's internal controls and disclosed any material weaknesses to the external auditors.

Penalty Acknowledgment: For BIR-related certifications, a statement that the certification is made under penalties of perjury under Section 267 of the National Internal Revenue Code (NIRC), making false certification a criminal offense under the NIRC.

Date and Notarization: The date of certification in MM/DD/YYYY format and, for SEC filing purposes and where required by lending institutions, notarization under the 2004 Rules on Notarial Practice converting the certification to a public document admissible without further proof.

Additional compliance elements for a Financial Statement Certification (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.