INSIGHTS is a monthly publication of BDB LAW to inform, update and provide perspectives to our clients and readers on significant tax-related court decisions and regulatory issuances (includes BIR, SEC, BSP and various government agencies).

DISCLAIMER: The contents of this Insights are summaries of selected issuances from various government agencies, Court decisions and articles written by our experts. They are intended for guidance only and as such should not be regarded as a substitute for professional advice.

Copyright © 2019 by Du-Baladad and Associates (BDB Law). All rights reserved. No part of this issue covered by this copyright may be produced and/or used in any form or by any means – graphic, electronic and mechanical without the written permission of the publisher.

Administrative Circular No. 31-2020, March 16, 2020.

This provides for the measures to be adopted by all courts nationwide in view of the rising cases of Covid-19 infection. Among the said measures are the extensions granted for filings and submissions, to wit: 

In addition, court operations nationwide are drastically reduced and hearings are suspended except on urgent matters.                                     

B. BIR

Revenue Regulation No. 5-2020, March 23, 2020.

This amends RR No. 4-2019 on the Tax Amnesty on Delinquencies insofar as the period of availment is concerned. The amendment allows for the extension of the original period of availment (until April 23, 2020) if the circumstances warrant an extension such as in case of country-wide economic of health reason/s.

Revenue Regulation No. 7-2020, March 30, 2020.

This extends the statutory deadlines for the submission and/or filing of the following documents and/or returns, as well as the payment of the corresponding taxes.

Revenue Memorandum Circular No. 28-2020, March 18, 2020.

This prescribes the amended guidelines in the filing of the 2019 Income Tax Returns and submission of required attachments and extends the period for filing of the same until May 15, 2020. It amends the deadline as previously set out in RMC No, 25-2020.

Further, taxpayers may file and pay to any Authorized Agent Banks nearest the location of the taxpayer or to any Revenue Collection Officer (file and pay anywhere).

Revenue Memorandum Circular No. 31-2020, March 23, 2020.

This extends the period of submission or filing of documents and correspondences pursuant to certain provisions in the 1997 NIRC, as amended, and existing revenue regulations. The submission and/or filing of the following documents and correspondences, if falling due on the dates covered by the Enhanced Community Quarantine (“ECQ”), are granted an extension of thirty (30) days from the date of the lifting of the ECQ:

1. Letter Answer to the Notice of Informal Conference (“NIC”)
2. Response to the Preliminary Assessment Notice (“PAN”)
3. Protest Letter to the Final Assessment Notice (“FAN”)/Formal Letter of Demand (“FLD”)
4. Submission of Relevant Supporting Documents to Support the Request for Re-investigation of Audit Cases with FAN/FLD
5. Appeal/Request for Reconsideration to the Commissioner on the Final Decision on Disputed Assessment (“FDDA”)
6. Other Similar Letters and Correspondences

Revenue Memorandum Circular No. 34-2020, March 27, 2020.

This suspends the running of the statute of limitations in the assessment and collection of taxes pursuant to Section 223 of the 1997 NIRC, as amended, starting March 16, 2020 until the lifting of the state of national emergency and for sixty (60) days thereafter.

C. SEC 

Memorandum Circular No. 5, March 12, 2020.

This extended the time for the filing without penalty, of the 2019 annual reports, including the applicable quarterly reports for 2020 and 2019 audited financial statements (AFS), in view of the COVID-19.

Memorandum Circular No. 7, March 16, 2020.

This circular was issued to impose preventive measures against COVID-19 in the handling of records at the SEC. The SEC adopted the procedures for the transactions with the Electronic Records Management Division-ICTD. For example, request for plain or authenticated copy of SEC documents may be made through n online application through www.secexpress.com; or the call center facility by calling the Hotline Number (02) 8-737-8888.

Notice dated 30 March 2020.

The was issued to inform the public that the SEC continues to accept online applications for the registration of Corporations and Partnerships through the Company Registration System by visiting https://crs.sec.gov.ph. However, the verification of payment and generation of certificates may be made and released by the SEC only after the ECQ has been lifted.

D. BSP

Circular No. 1080, March 27, 2020.

This provides the operational relief measures for foreign exchange (FX) transactions under the Manual of Regulations on Foreign Exchange Transactions (FX Manual), which shall be effective immediately and for the duration of the declaration of “community quarantine” by the Office of the President (OP), or as may be extended by the BSP. It provides that applications for approval and registration FX transactions required to be submitted in hard copy under the FX Manual shall be submitted in soft copy via email to certain persons depending on the nature of the transactions.

Memorandum No. M-2020-008, March 14, 2020.

This grants temporary regulatory and rediscounting relief measures for BSFIs affected by the COVID-19. As such, all BSFIs are eligible to avail of the regulatory relief package specified in Annex A within one (1) year from March 8, 2020, the date of declaration of the President of the state of public health emergency under Presidential Proclamation No. 922, and may be extended depending on the developments of the COVID-19 situation.

E. Insurance Commission

Circular Letter No. 2020-13, March 16, 2020.

All insurance and reinsurance companies, MBAs and HMOs are respectfully enjoined to adopt and implement claims management policies relative to the processing and/or payment of Covid-19 coronavirus-related claims.

Circular Letter No. 2020-25, March 25, 2020.

For Insurance Policies or HMO Agreements about to expire during the effectivity of the Enhanced Community Quarantine (“ECQ”), Insurance or HMO Companies shall issue extension of coverage for such existing policies or agreements for at least thirty (30) days subject to the written request or consent, electronically or otherwise, of the insured, client, or their authorized representatives. Subject to the same terms and conditions, the policy and agreements shall only become effective once applicable pro-rata premium payment has been made, unless a credit term has been agreed upon. 

B. BIR.

Revenue Memorandum Circular No. 15-2020, February 12, 2020.

This enjoins revenue officers assigned to a case to furnish a copy of printed guidelines to taxpayer during the Discussion of Discrepancy in order to inform the taxpayer on the proper procedures in responding to deficiency assessment arising from the conduct of audit/investigation.

D. Insurance Commission.

• CL No. 2020-10, March 10, 2020 – This provides for guidelines for the submission of 2019 Annual Statements (“AS”) for all non-life insurance and professional reinsurance companies authorized to do business in the Philippines.

• CL No. 2020-15, March 17, 2020 – This provides for guidelines for the submission of 2019 AS for life insurance companies and life units of composite insurance companies.

• CL No. 2020-16, March 17, 2020 – This provides for guidelines for the submission of 2019 AS for mutual benefit associations (“MBA”).

• CL No. 2020-17, March 17, 2020 – This requires every MBA to file with the IC its corresponding AS using the revised template uploaded in the IC website.

Other Issuances

In a claim for refund of unutilized excess CWT, proof of actual remittance is not necessary.

In a claim for refund of unutilized excess CWT, proof of actual remittance is not necessary.

In a claim for refund of unutilized excess CWT, the taxpayer is not obligated to prove the fact of remittance of the withholding tax. The withholding tax certificate, complete in its relevant details, and with a written statement that it was made under the penalties of perjury, is sufficient and competent proof that taxes are withheld.

In fact, such taxes withheld by the withholding agent are deemed to be the full and final payment of the income tax due from the income earner or payee. Proof of actual remittance is not necessary, as the proof of remittance is the responsibility of the withholding agent, and not of the taxpayer who is claiming for a refund. (Commissioner of Internal Revenue v. Univation Motor Philippines, Inc. (formerly Nissan Motor Philippines, Inc., February 3, 2020)

Non-submission of complete documents at the administrative level is not fatal to a claim for refund of unutilized excess CWT at the judicial level..

The court ruled that the non-submission of the documents enumerated under Revenue Memorandum Order (“RMO”) No. 53-98 and Revenue Regulations (“RR”) No. 2-2006 would not ipso facto result to the denial of the claim for tax refund or credit. RR No. 2-2006 merely imposes a penalty of fine for non-submission of the information or statement required therein.

Cases before the CTA are litigated de novo. The court is not precluded from accepting evidence assuming that these were not presented at the administrative level. The same principle is applicable in claims for refund of input taxes. (Commissioner of Internal Revenue v. Stateland, Inc., February 5, 2020)

The 1.5% specialty realty tax rate on equipment and machinery under the RE Law covers the 1% SEF under the LGC..

In this case, the provincial treasurer maintains that the taxpayer did not overpay realty tax on its machinery and equipment because the additional levy on real property for the Special Education Fund (“SEF”) is apart and distinct from the special realty tax at 1.5% rate levied pursuant under the RE Law.

In ruling in favor of the taxpayer, the court held that the fact that RE Law was enacted on December 16, 2008 while assessments of the provincial treasurer were based on the Revised Revenue Code of Provincial Government of Ilocos Norte (“PGIN”), Provincial Ordinance No. 2013-001, which was made effective on April 14, 2014, later than the RE Law, is of no moment. The Revised Revenue Code of PGIN derives its authority to tax from the LGC which was enacted on January 1, 1992, almost 16 years prior to the RE Law. The RE Law, being the most recent legislation is viewed by the court an express and real intention on the part of Congress to limit the LGU's delegated taxing power on renewable energy resources within their jurisdiction.

Keeping this in mind, interpreting the RE Law in a manner which allows the imposition of an additional 1% tax for SEF on top of the capped rate of 1.5% special realty tax creates a patent absurdity. This would result in allowing the provincial treasurer to apply the maximum special rate for RE machinery and equipment of 1.5% separately for the real property tax and the SEF levy. This effectively nullifies the incentive under the RE Law because RE Developers will end up incurring the same property tax costs for owning machinery and equipment. (Josephine P. Calajate, Acting Provincial Treasurer of the Province of Ilocos Norte v. North Luzon Renewable Energy Corporation, CTA EB No. 1812, February 26, 2020)

A motion to reopen should be filed before judgment is made. A motion to reopen may properly be presented only after either or both parties have formally offered and closed their evidence, but before judgment..

This is a claim for VAT refund. After the CTA partially granted the claims, the taxpayer filed a Motion for Reconsideration (with Motion to Re-open Case for the Presentation of Additional Evidence) which the former denied.

The CTA En Banc held that the taxpayer cannot avail the said remedy in view of the fact that it seeks to reopen the trial of the case only after the Court has already rendered its judgment. A motion to reopen should be filed before a judgment is made. A motion to reopen may properly be presented only after either or both parties have formally offered, and closed their evidence, but before judgment.

Even if such motion is treated as a motion for new trial, its motion does not fall under any of the specific well-defined grounds, namely, fraud, accident, mistake, excusable negligence, or newly discovered evidence. Bare invocation of interest of substantial justice will not automatically compel the Court to suspend procedural rules. (Carmen Copper Corporation v. Commissioner of Internal Revenue, CTA EB No. 2018, March 09, 2020)

Nowhere in Section 133(g) of the LGC does it hint that presentation of a BOI Certificate of Registration at the time of payment of local tax is a prerequisite for the taxpayer to reap the benefits of such provision..

The taxpayer was assessed Local Business Tax (“LBT”) which it paid before it was issued a Certificate of Business Retirement by the City Government of Makati. Subsequently, the taxpayer sent a letter to the City Treasurer, requesting for the refund of LBT, claiming that it was registered as a pioneer enterprise with the Board of Investments (BOI).

The City of Makati argues that the taxpayer’s failure to present its purported BOI Certificate of Registration at the time it paid the subject LBT rendered the rejection of its claim for cash refund in order and justified.

The CTA En Banc ruled that nowhere in Section 133(g) of the Local Government Code (“LGC”) hints that presentation of a BOI Certificate of Registration as pioneer or non-pioneer enterprise at the time of payment of local tax is a prerequisite for the taxpayer to reap the benefits of such provision. It simply requires an entity to be a BOI-registered pioneer or non-pioneer enterprise to be exempt from local taxes, spanning six (6) years for pioneer enterprise, or four (4) years for non-pioneer enterprise, both reckoned from the moment of its registration, no more, no less. (City Government of Makati v. South Luzon Tollway Corporation, CTA EB No. 1928, March 11, 2020)

The 30-day reglementary period for filing an appeal with the CTA in case of full or partial denial of protest by the CIR is not tolled by resorting to a request for reconsideration with the CIR..

The taxpayer argued that the 30-day reglementary period for filing an appeal with the CTA should begin to run from its receipt of the Revised Final Decision on Disputed Assessment (“RFDDA”).

In ruling against the taxpayer, the CTA elucidated the three options by which a taxpayer may appeal the denial of its protest: A whole or partial denial by the CIR's authorized representative may be appealed to the CIR or the CTA. A whole or partial denial by the CIR may be appealed to the CTA. The CIR or the CIR's authorized representative's failure to act may be appealed to the CTA. There is no mention of an appeal to the CIR from the failure to act by the CIR's authorized representative. Here, the taxpayer, instead of filing a petition before the Court within thirty (30) days from receipt of the FDDA, it opted to file a request for reconsideration with the CIR. With the procedure of appeal already clearly laid down, a resort to a request for reconsideration with the CIR did not then toll the running of the reglementary period within which taxpayer's appeal must be elevated to the Court. (JG Summit Holdings, Inc. v. Commissioner of Internal Revenue, CTA Case No. 9147, March 12, 2020)

Administrative Circular No. 28-2020, March 13 2020.

This provides for the temporary suspension/restriction on the personal follow-up of pending transactions. The suspension/restriction covers transactions throughout the various offices of the Supreme Court.

Administrative Circular No. 30-2020, March 13, 2020.

This orders all courts in the National Capital Judicial Region to operate only with a skeleton staff effective March 15, 2020 to April 12, 2020. The skeleton staff must be able to attend to urgent matters brought to the attention of their respective courts. On the other hand, courts outside the National Capital Judicial Region shall continue to fully operate unless otherwise provided.

Administrative Circular No. 32-2020, March 16, 2020.

This provides for revised and additional measures to be adopted by all courts nationwide in view of the rising cases of Covid-19 infection. Among the revised and additional measures are the physical closure of all courts nationwide effective March 23, 2020.

Revenue Regulation No. 5-2020, March 23, 2020.

This amends RR No. 4-2019 on the Tax Amnesty on Delinquencies insofar as the period of availment is concerned. The amendment allows for the extension of the original period of availment (until April 23, 2020) if the circumstances warrant an extension such as in case of country-wide economic of health reason/s.

Revenue Regulation No. 7-2020, March 30, 2020.

This extends the statutory deadlines for the submission and/or filing of the following documents and/or returns, as well as the payment of the corresponding taxes:

Revenue Memorandum Circular No. 28-2020, March 18, 2020.

This prescribes the amended guidelines in the filing of the 2019 Income Tax Returns and submission of required attachments and extends the period for filing of the same until May 15, 2020. It amends the deadline as previously set out in RMC No, 25-2020.

Further, taxpayers may file and pay to any Authorized Agent Banks nearest the location of the taxpayer or to any Revenue Collection Officer (file and pay anywhere).

Revenue Memorandum Circular No. 31-2020, March 23, 2020.

This extends the period of submission or filing of documents and correspondences pursuant to certain provisions in the 1997 NIRC, as amended, and existing revenue regulations. The submission and/or filing of the following documents and correspondences, if falling due on the dates covered by the Enhanced Community Quarantine (“ECQ”), are granted an extension of thirty (30) days from the date of the lifting of the ECQ:

7. Letter Answer to the Notice of Informal Conference (“NIC”)
8. Response to the Preliminary Assessment Notice (“PAN”)
9. Protest Letter to the Final Assessment Notice (“FAN”)/Formal Letter of Demand (“FLD”)
10. Submission of Relevant Supporting Documents to Support the Request for Re-investigation of Audit Cases with FAN/FLD
11. Appeal/Request for Reconsideration to the Commissioner on the Final Decision on Disputed Assessment (“FDDA”)
12. Other Similar Letters and Correspondences

Revenue Memorandum Circular No. 33-2020, March 24, 2020.

This extends the deadline on availment of Tax Amnesty on Delinquencies under RR No. 4-2019 as amended by RR No. 5-2020. Under previous regulations, the tax amnesty on delinquencies may be validly availed of until April 23, 2020. However, the period for the said availment has been extended to May 23, 2020.

Revenue Memorandum Circular No. 35-2020, April 1, 2020.

This memorandum circular provides that all banks, quasi-banks, financing companies, lending companies, and other financial institutions, public and private, including the GSIS, SSS, and Pag-ibig, in extending the grace period for the payment of all loans shall not impose additional Documentary Stamp Tax imposed under Section 179, 195, and 198 of the 1997 NIRC, as amended, for credit extensions, credit restructuring, micro-lending, including those obtained from pawnshops and extensions thereof during the covered period.

Operations Memorandum No. 20-2020, March 17, 2020.

This outlines the conduct of audit/ investigation/other field operations during the imposition of stringent social distancing measures. Under the memorandum, the following guidelines shall be followed:

1. Continuation of work on assigned cases, whether prescribing or not;
2. Extension of a period of thirty (30) days for the submission of report for non-prescribing audits which are still lacking in documentary requirements and requires continuation of audit;
3. Temporary prohibition on conducting field audit/ investigation, any form of business visitation, or any other field operations; and
4. Temporary prohibition on personal service of electronic Letters of Authority, Notices of Informal Conferences, Discrepancy Notices, or Mission Orders.

Further, the BIR shall receive, without delay, documents submitted by taxpayers.

Other Issuances

Revenue Memorandum Circular No. 10-2020, February 6, 2020.

This suspends the requirement for PTU CAS, CBA and/or components thereof.

All taxpayers with pending applications for PTU CAS, CBA, and/or components thereof shall be allowed to use them, provided that the following documents shall be submitted to the Technical Working Group (“TWG”) Secretariat of the Revenue District Office (“RDO”)/Large Taxpayers (“LT”) Office where the taxpayer is registered:

1. A duly accomplished and notarized Sworn Statement in the prescribed format by the Bureau of Internal Revenue with Summary of System Description, Commercial Invoice/Receipts/Document Description, Forms/Records and Reports Specification, executed and signed by the taxpayer’s authorized representative, including the Special Power of Attorney, Board Resolution, or Secretary’s Certificate stating such authority;
2. Sample print copy of system-generated Principal and Supplementary Receipts/Invoices; and
3. Sample print copy of system-generated Books of Accounts.

In the absence of the required PTU, an “Acknowledgement Certificate” shall be prepared and issued by the TWG Secretariat of the RDO/LT Office where the taxpayer is registered. The said Certificate must be issued within three (3) working days from the receipt of the abovementioned requirements with a Control Number which shall be indicated or reflected on the face of the principal and/or supplementary receipts/invoices to be generated from the systems in order to authorize the use of such receipts/invoices.

In case the taxpayer opted to maintain Loose-leaf Books of Accounts, the application of such shall be continuously processed by the RDO having jurisdiction over such taxpayer.

All CAS, CBA, and/or components thereof used sans the required PTU shall be subject to post-evaluation to check compliance with existing revenue issuances. Such evaluation may be done simultaneous with the audit of the books of accounts and other accounting records of the taxpayer pursuant to a Letter of Authority.

All pending applications for PTU CAS/CBA, and/or components thereof that have undergone system demonstration are covered. Hence, the dockets including the findings, shall be turned over to the respective TWG of the RDO/LT Office having jurisdiction over the taxpayer’s place of business for validation during post-evaluation.

In case of any system enhancement/modification and/or upgrade of CAS/CBA and/or components thereof and if such will result in the change of version number and/or systems release, the taxpayer shall inform in writing the TWG Secretariat of the RDO/LT Office where they are registered. A matrix showing the comparative changes of the current and upgraded system shall be submitted together with the letter notification.

A separate RMO shall be issued relative to the detailed procedures implementing this circular.

Revenue Memorandum Circular No. 15-2020, February 12, 2020.

This enjoins revenue officers assigned to a case to furnish a copy of printed guidelines to taxpayer during the Discussion of Discrepancy in order to inform the taxpayer on the proper procedures in responding to deficiency assessment arising from the conduct of audit/investigation.

Revenue Memorandum Circular No. 24-2020, February 21, 2020.

This provides that heated tobacco products and vapor products are new products being introduced under the category of tobacco products are subject to excise tax. As such, there is a need to amend the registration with the BIR to include tax type "EXCISE TAX” and secure a permit to engage in business as manufacturer, importer, or dealer/trader of heated tobacco products and vapor products with Excise LT Regulatory Division.

Memorandum Circular No. 5, March 12, 2020.

This extended the time for the filing without penalty, of the 2019 annual reports, including the applicable quarterly reports for 2020 and 2019 audited financial statements (AFS), in view of the COVID-19.

Companies whose preparation of AFS or completion of audits are not affected by COVID-19 are required to file the Annual Reports/AFS for the year ended December 31, 2019 within the periods prescribed under existing rules and regulations. However, the SEC granted the following affected companies an extension of time without penalty, within which to submit the Annual Reports, Quarterly Reports, and AFS for the period ended December 31, 2020:

I. For companies doing domestic operations only – until June 30, 2020; and
II. For companies doing domestic and foreign operations – until June 30, 2020 or 60 days from the date of lifting of travel restrictions, whichever comes later.

In order to avail of the extension, the following requirements must be complied with:

1. For publicly-listed companies
a. Written request submitted not later than 5 days before the filing deadline;
b. Sworn certification by the President and Treasurer confirming all the following conditions:
i. The company’s financial year-end is December 31, 2019;
ii. It has significant business operations or significant subsidiaries in areas/countries/territories affected by COVID-19; and
iii. The preparation of financial statements and timely completion of its audit as of December 31, 2019 have been affected by the travel restriction/ban, temporary suspension of business operations, and/or measures imposed by the authorities or companies in response to the COVID-19.; and
c. Sworn certification by the company’s external auditors confirming the items (i) and (iii) of paragraph 1(b) above.

2. For not publicly-listed companies
a. Sworn certification by the President and Treasurer confirming all the conditions set forth under items (i) to (iii) of paragraph 1(b) above; and
b. Sworn certification by the company’s external auditors confirming the items (i) and (iii) of paragraph 1(b) above.

Memorandum Circular No. 7, March 16, 2020.

This was issued to impose preventive measures against COVID-19 in the handling of records at the SEC.

In accordance with and acting on the directive of the Office of the President to undertake appropriate measure to curtail and eliminate the COVID-19 threat embodied in Proclamation No. 922 dated March 8, 2020, the SEC temporarily suspended the existing Appointment Sustem and Public Kiosk to avoid face to face contact with the SEC Frontline Employees and the transacting public. Likewise, all filings at the Head Office and Satellite Offices shall be temporarily suspended until further notice.

Thus, the SEC adopted the following procedures for the transactions with the Electronic Records Management Division-ICTD:

I. Request for plain or authenticated copy of SEC documents – requests may be made through:

A. An online application through www.secexpress.com; or
B. The call center facility by calling the Hotline Number (02) 8-737-8888.

II. Filing/submission of reports and/or other documents to the SEC – filings/submissions of reports/documents may be made through:

A. SEC Express Nationwide Submission with the following procedures:
1. Client accomplishes and signs the SEC Express Nationwide Submission.
2. Client attached the Checklist and the undertaking to the documents to be submitted.
3. Client proceed to the courier of choice and may or may not avail of the return copy. Request for return copy may be subject to the availability of service offer by the courier.
4. Courier delivers the documents to the SEC Office.
5. SEC Receiving Officer shall stamp the documents as “Received” and distribute the copies of the documents to the SEC department concerned.

B. Philippine Postal Corporation or through ordinary mail:
1. Clients may file their reports/documents through registered mail with return card issued by the Philippine Postal Corp or through ordinary mail or private courier duly accompanied by an affidavit of service, if registry service is not available in their official place of business.
2. For return copy, client shall enclose a self-addressed envelope with sufficient amount of stamp/postage.

C. Reports/documents submitted to the SEC through registered mail shall be considered filed on the date of mailing as shown by the post office stamp on the envelope or registry receipt. Reports/documents submitted through ordinary mail or private courier shall be considered filed on the date of actual receipt by the SEC.

Memorandum Circular No. 9, March 18, 2020.

This was issued to enumerate the guidelines for the filing of the GIS during the COVID-19 outbreak and enhanced community quarantine (ECQ).

During the period of ECQ currently being imposed, the submission of GIS may be mad under the following instances:

I. Where election of directors, trustees, and officers was held, the GIS shall be submitted within 30 days from actual meeting through mail (ordinary or registered), private courier, or email at This email address is being protected from spambots. You need JavaScript enabled to view it., This email address is being protected from spambots. You need JavaScript enabled to view it. or This email address is being protected from spambots. You need JavaScript enabled to view it..

The reckoning period of the date of submission of the report are as follows:
a. For mail (ordinary or registered) – the date of mailing as stamped “received by the post office;
b. Private courier – date of actual receipt of SEC; and
c. Electronic means – date of receipt of SEC system as reflected in the email date and hour, provided that the hard copy shall be filed within 30 days from the lifting of the emergency/outbreak and attaching the email notification for ease of reference.

II. Where election of directors, trustees, or officers originally scheduled between March 1, 2020 and May 31, 2020 were not held on account of health or safety reasons in relation to COVID-19 and the corporation has no facilities for remote communication, notice shall be submitted to the SEC within 30 days from the original meeting date through mail, courier or by electronic means, accompanied by a statement specifying a new date for the election which shall be within 60 days from the date originally scheduled.

Non-holding of annual meeting of election of directors, trustees, or officers due to other causes shall be reported to the SEC within 30 days from the original meeting date and shall specify a new date for the election which shall be within 60 days from the date originally scheduled. If it is found that the non-holding of election is unjustified, the SEC shall issue an order directing the issuance of notice stating the time and place of the election in accordance with Section 25 of the Revised Corporation Code.

The report of the non-holding of annual meeting shall be submitted to This email address is being protected from spambots. You need JavaScript enabled to view it. and shall contain the following:

1. Corporate name;
2. SEC registration number;
3. Date of annual meeting per bylaws;
4. Date of actual meeting;
5. Reason for the non-holding of the meeting;
6. Venue of the intended meeting; and
7. Signature of the Corporate Secretary with date.

III. The results of the election of directors, trustees, or officers which was conducted subsequent to the report of non-holding of elections or when the election is held outside the covered period shall be reported to the SEC through the submission of a GIS within 30 days from the date of actual meeting. The GIS so submitted shall no longer enjoy the forbearance from the penalty for late submission.

Notice dated 30 March 2020.

The following procedures on remote filing shall be effective until the ECQ has been lifted:

I. For applications for ordinary amendments (change in corporate name, business purpose, principal office address, term of existence, number of board of directors/trustees, annual meeting, and fiscal year end):

• Requirements are available at http://www.sec.gov.ph/services-2/company-2/amendment/

• Scanned copies of the complete requirements shall be sent via email to This email address is being protected from spambots. You need JavaScript enabled to view it.

II. For applications for increase/decrease of capital stock and merger and consolidation

• Requirements are available at:
a. http://www.sec.gov.ph/services-2/company-2/amendment/
b. http://www.sec.gov.ph/services-2/company-2/other-applications/

• Scanned copies of the complete requirements shall be sent via email to This email address is being protected from spambots. You need JavaScript enabled to view it.

Notice dated 30 March 2020.

This was issued to inform investment companies, registered issuers of proprietary and non-proprietary shares/timeshares public companies, financing companies, lending companies, foundation, accredited microfinance NGO’s and publicly listed companies under the supervision of Corporate Governance and Finance Department (CGFD) of the guidelines to be observed when submitting reports, applications, compliance, requests, and other documents via email during the ECQ period.

1. Reports, applications, compliance, requests and other documents required under existing laws, rules, regulations and circulars to be submitted to the CGFD may be submitted online at This email address is being protected from spambots. You need JavaScript enabled to view it.. Any submission made and received between 8:00AM to 5:00PM on a regular workday shall be considered received and shall be acted upon by CGFD personnel. Submissions made on Saturdays, Sundays, holidays and outside of the working hours shall be considered filed and shall be acted upon on the immediately succeeding business day.

2. Covered companies must submit via email, one report at a time per company for ease of monitoring.

3. In submitting documents online, covered companies must use the following format in the subject head: COMPLETE NAME OF THE COMPANY_SUBJECT DOCUMENT_DATE. The date shall refer to the date of filing. The same format shall be used by covered companies for the file name of the report or document attached to the said email.

4. The document and corresponding certification to be submitted online by the person who prepared the document on behalf of the covered company must contain the necessary signatures. Electronic signature as defined under Section 5 (e) of RA No. 8792 or the “Electronic Commerce Act of 2000” are temporarily allowed for the online submission which includes electronic images of wet or physical signatures of authorized representatives to be affixed to the documents. However, the hard or physical copies to be submitted to the Commission must contain wet signatures.

5. Every document submitted via email must be accompanied by a certification of the person who prepared the report or document on behalf of the covered company that the information contained therein are true and correct. This certification must be attached in the same email together with the subject document to be filed.

The “person” referred to in this “Guidelines” is the director, officer or person who is duly authorized by the company to file the document.

6. The report and certification submitted online are not required to be notarized. However, the hard or physical copies to be submitted must contain proper notarization of documents.

7. All covered companies that intend to submit reports, applications, compliance, requests or other documents to This email address is being protected from spambots. You need JavaScript enabled to view it. that requires the payment of filing fees, penalties or other impositions such as but not limited to Registration Statement (SEC Form 12-1), Preliminary Information Statement (SEC Form 20-IS), and Annual Fees for Lending and Financing Companies, must submit the following:
a. Online Certification;
b. Undertaking by the director, officer or duly authorized representative of the company that the necessary filing fees, penalties or other impositions shall be paid by the covered company within 10 calendar days from the time the Enhanced Community Quarantine period has been lifted or withdrawn; and
c. Payment Assessment Form (PAF) or if none has been previously issued then submit through email a request for PAF.

8. The non-payment of Annual Fees (AF) by Lending and Financing Companies is subject to the imposition of a daily penalty. However, if the payment of AF falls within the ECQ Period, the reckoning period for the computation of daily penalty shall begin on the 10th day after the lifting of the ECQ but only for those that filed an online manifestation to pay AF to This email address is being protected from spambots. You need JavaScript enabled to view it. once ECQ is lifted. The companies that failed to pay the AF or file the manifestation shall be subject to the daily penalty reckoned from the original due date.

9. The SEC has extended the filing of Annual Reports and/or Audited Financial Statements including those of CGFD covered companies until 30 June 2020 pursuant to the SEC Notice dated 18 March 2020 with the subject “Relaxing the Requirements for Requests for Extension in the Filing of Annual Reports and/or Audited Financial Statements”.

However, those who prefer to submit Annual and Quarterly Reports and AFS of CGFD covered companies without the need of extension may do so via email, subject to the same rules on submission via email as provided under the Advisory on Alternative Filing of Reports of CGFD and the guidelines contained in this Notice.

The following must be submitted with the CGFD within 10 calendar days from the date that the ECQ has been lifted or withdrawn:
a. Hard/Physical Copies of Reports or with proper notarization and wet signatures of authorized and appropriate representatives of the company; and
b. Certification that the hard copies submitted refer to one and the same document that they filed via email. Such certification must also indicate the date of their submission through email

Where the requirements for alternative filing referred to in this Notice and in the Advisory issued on 18 March 2020 are not complied with, the subject report, compliance, application, request or other document submitted to This email address is being protected from spambots. You need JavaScript enabled to view it. is deemed not to have been filed until the submission of proper documents by the covered entity.

On the other hand, non-submission of hard/physical copies of reports, certification and non-payment of filing fees, where applicable, within 10 calendar days from the date of lifting of the ECQ shall invalidate said documents submitted via email.

Circular Letter No. 2020-12, March 16, 2020.

All agents’ qualifying examinations, whether conducted within the premises of the Commission main/district offices or otherwise, shall be suspended during the Community Quarantine Period. If such quarantine is extended by lawful authorities, the suspension shall likewise last during such period.

The submission of all regular reportorial requirements falling within the quarantine period shall be extended for a period of thirty (30) days from due date. If such quarantine is extended by lawful authorities, the suspension shall likewise last during such period.

All other documentary requirements falling within the quarantine period shall be submitted on the due date originally indicated; unless the Commission shall grant an extension upon a written request and for meritorious reason.

Any and all matters necessitating decision of or rulings by the Commission may, at the discretion of the Commissioner, be temporarily deferred and later made after the expiration of the quarantine period or at a later date, as the case may be.

All hearings before the Commission’s Claims Adjudication Division (“CAD”) and Regulation, Enforcement, and Prosecution Division (“REPD”) that are scheduled within the quarantine period are hereby cancelled. The CAD and REPD shall notify the concerned parties in writing of the new dates/resetting of said scheduled hearings.

All physical copies of correspondences to this Commission made during the quarantine period shall be electronically scanned by the sender and e-mailed to This email address is being protected from spambots. You need JavaScript enabled to view it..

Circular Letter No. 2020-14, March 17, 2020.

The Suretyship Unit of the Commission shall only be open for business on Mondays to Wednesdays, from 9:00 AM to 3:00 PM.

All applications or requests received by this Commission’s Suretyship during the Community Quarantine Period shall be acted upon and processed within a period of seven (7) working days from the date the complete application or request was received, which may be extended once for another seven (7) working days.

Circular Letter No. 2020-19, March 23, 2020.

Subject to conditions, all life insurance companies shall be allowed to launch initiatives that aim to provide additional benefits or free insurance coverage to customers or stakeholders affected by COVID-19, without prior approval from this Commission.

Circular Letter No. 2020-21, March 24, 2020.

This Circular holds until further notice the show cause order for all life and non-life insurance which failed to comply with the P900 Million minimum net worth and minimum capital investment requirements. Nonetheless, every company affected by this Circular is hereby directed to comply with the requirements notwithstanding the suspension of the show cause order.

Circular Letter No. 2020-25, March 25, 2020.

For Insurance Policies or HMO Agreements about to expire during the effectivity of the Enhanced Community Quarantine (“ECQ”), Insurance or HMO Companies shall issue extension of coverage for such existing policies or agreements for at least thirty (30) days subject to the written request or consent, electronically or otherwise, of the insured, client, or their authorized representatives. Subject to the same terms and conditions, the policy and agreements shall only become effective once applicable pro-rata premium payment has been made, unless a credit term has been agreed upon.

On the other hand, for Insurance Policies, Pre-Need Plans or HMO Agreements, which are subject of new or renewal application or negotiation prior to or during the effectivity of the ECQ, Insurance, Pre-Need and HMO Companies may issue a hold cover or temporary cover for insurance, pre-need plan or HMO Agreement coverage for at least thirty (“30”) days subject to the written request or consent, electronically or otherwise, of the insured, plan holder, client, or their authorized representatives. Subject to basic terms and conditions, it shall only become effective once payment of applicable pro-rata premiums has been made, unless a credit term has been agreed upon.

Circular Letter No. 2020-27, March 27, 2020.

Due to the COVID-19 pandemic outbreak, Insurance Commission Regulated Entities (ICREs) are given additional ninety (90) days from the March 22, 2020 deadline to implement the necessary for and system changes outlined in IC CL No. 2019-65.

Circular Letter No. 2020-29, March 30, 2020.

This allows all life insurance companies doing business in the Philippines to launch initiative/s that aim to sell their existing life insurance products by utilizing Information and Communication Technology (ICT) or any other technology via Remote Communication.

Once the initiative/s is registered with the Commission, life insurance companies may use the above-mentioned modes to obtain minimum customer information and identification document/s required in the conduct of customer due diligence.

Other Issuances 

Circular Letter No. 2020-10, March10, 2020.

This provides for guidelines for the submission of 2019 AS for all non-life insurance and professional reinsurance companies authorized to do business in the Philippines. Such guidelines include:

1. Two (2) hard copies and one (1) soft copy of the AS using the revised template as of December 31, 2019 are required;
2. must be signed by the President, Chief Operating Officer/General Manager, Secretary, Treasurer, Actuary and Chief Accountant;
3. the cover shall be hard bound and in color pink;
4. shall be on legal size using Trebuchet font size #10 or Arial font size #10; and
5. the AS shall be accompanied by an updated list of the request documents and other schedules, referred in this CL as Annex A.

Circular Letter No. 2020-16, March 17, 2020.

This provides for guidelines for the submission of 2019 AS such as:

1. Two (2) hard copies and one (1) soft copy of the AS using the revised template as of 31 December 2019 are required;
2. must be signed by the President, Chief Operating Officer/General Manager, Secretary, Treasurer, Actuary and Chief Accountant;
3. the cover shall be hard bound and in color yellow;
4. shall be on legal size using Times New Roman font size #12 or Arial font size #10; and
5. the AS shall be accompanied by an updated list of the request documents and other schedules, referred in this CL as Annex A.

Submission of AS is on or before April 30, 2020. Any AS not in accordance with the prescribed format with missing detail/information and incomplete attachments shall not be accepted.

Circular Letter No. 2020-22, March 24, 2020.

Pursuant to the transfer from Department of Health (“DOH”) to the Commission of the jurisdiction over HMOs, this Letter provides for the valuation standards for HMO Agreement liabilities.

Where the fixed pre-paid fee is in the form of a pre-agreed membership fee, the liability shall be the HMO Agreement Reserves which is composed of the Membership Fee and Claim Reserves both determined using best estimate assumptions, with an appropriate Margin for Adverse Deviation (“MfAD”) for expected future experience.

On the other hand, where the fixed pre-paid fee is a combination of the enrolment fee, administrative fee and a fund under an ASO Endorsement, the liability shall be the ASO Fund Liabilities and the Unearned Administrative Fee Reserves (“UAFR”).

Legal Opinion No. 2020-02 March 4, 2020 – Subject to certain exceptions, an individual who has secured a life insurance policy on his own life may designate any person as beneficiary..

Based on the Requester’s research, there are instances when insurance companies refuse the designation of non-relatives as beneficiary of the insured, resulting in the inability of members of the LGBTQ+ community to designate their domestic partners as beneficiaries of their life insurance.

The Commission opined that pursuant to Section 10 of the Amended Insurance Code, a person has an insurable interest in his life, and he can designate his beneficiary to whomever, except if it is prohibited by law, particularly Article 739 of the Civil Code and Section 12 of the Amended Insurance Code.

Accordingly, an individual who has secured a life insurance policy on his or her own life may designate any person as beneficiary provided that such designation does not fall under the enumerations provided in Article 739 of the Civil Code, without prejudice to the application of Section 12 of the Amended Insurance Code.

Circular No. 1080, March 27, 2020.

This provides the operational relief measures for foreign exchange (FX) transactions under the Manual of Regulations on Foreign Exchange Transactions (FX Manual), which shall be effective immediately and for the duration of the declaration of “community quarantine” by the Office of the President (OP), or as may be extended by the BSP. It provides that applications for approval and registration FX transactions required to be submitted in hard copy under the FX Manual shall be submitted in soft copy via email to certain persons depending on the nature of the transactions.

Monetary penalties for delays incurred in the submission of reports to the BSP-International Operations Department due during the period covered by this Circular or as may be extended, and up to one month thereafter will not be imposed by the BSP.

The grace period for registration of foreign investments unregistered as of March 08, 2019, beyond the prescriptive period under Circular No. 1030 dated 05 February 2019, shall be re-opened from 08 March 2020 up to the period covered by this Circular and one month thereafter. The Circular further provides that investments for registration with the BSP whose prescriptive period shall end on 08 March 2020 up to the period covered by this Circular shall likewise be given a grace period of up to one month thereafter.

Memorandum No. M-2020-007, March 13, 2020.

This provides guidelines on the submission of reports/documents and communications to the BSP- FSS to be observed, as follows:

1. All communications and periodic reports for submission to the BSP-FSS shall be transmitted via email;
2. Required reports that are currently being submitted electronically to the Department of Supervisory Analytics (DSA) shall continue to be submitted to the designated BSP-FSS email address. All other communications to the BSP-FSS, including general correspondences and other documents, shall be transmitted electronically to This email address is being protected from spambots. You need JavaScript enabled to view it. account;
3. Non-receipt of an acknowledgement from the This email address is being protected from spambots. You need JavaScript enabled to view it. account on the BSFI's communication shall mean failure of delivery of the message;
4. Meanwhile, absent notification from the BSP system of the failure of delivery, communications sent under the This email address is being protected from spambots. You need JavaScript enabled to view it. account shall be considered as duly received by the BSFI;
5. These guidelines shall apply until otherwise prescribed by the BSP.

Memorandum No. M-2020-009, March 14, 2020.

This provides a precautionary reminder against COVID-19 pandemic-themed malicious websites and phishing campaigns.

All BSFIs are cautioned to stay vigilant against cyber threat actors who are taking advantage of the situation by carrying out criminal activities such as ransomware, phishing, cyber extortion and even launching cyber espionage activities. BSFIs are reminded to employ multi-layered security defense strategies against cyber-attacks and continuously roll-out information security awareness campaigns to their employees, clients and other relevant stakeholders.

Memorandum No. M-2020-012, March 19, 2020.

This defers the submission of FX Form 1 reports, covering the period from March 09, 2020 to April 09, 2020, until further notice. This also reschedules the implementation of the ITRS for banks, including the submission of the ITRS test data, on April 01, 2020 to a later date.

Memorandum No. M-2020-014, March 24, 2020.

This provides for the issuance of IATF IDs for BSFIs Personnel Exempted from the ECQ. For this purpose, all BSFIs shall submit and report to the BSP list and number of personnel working as skeleton force. The BSFIs shall then distribute the IATF IDs that will be issued by the BSP for their respective personnel using the control number provided by the BSP.

BSFIs shall ensure that the BSP-issued IATF ID shall only be used by the personnel identified as part of the skeleton force who will provide essential banking and related services to the public during the period of ECQ. Non-compliance thereof shall subject the BSFI and/or its directors, officers, and employees to the sanctions provided under RA No. 7653, as amended by RA No. 11211.

Memorandum No. M-2020-016, March 31, 2020.

This provides guidelines on the submission of reports/documents and communications to the BSP - DLC and relaxation in regulations governing submission of applications for RL and availments thereof. These guidelines are intended to ease the exchange of communications between the banks and BSP-DLC and to simplify the application and availment procedures in obtaining an RL from the BSP in order to allow banks to immediately and continuously deliver their financial services during this extraordinary situation.

These guidelines on the submission of reports/documents and communications to the BSP - DLC shall be observed by Banks, as follows:
1. All communications, including submission of documents, shall be made through this email address: This email address is being protected from spambots. You need JavaScript enabled to view it. account;
2. Documents to be submitted via email shall include a certification that:
a. all electronic copies submitted are a true and faithful copy of the original;
b. the original copies shall be transmitted to the BSP-DLC upon resumption of work at the BSP Head Office; and
c. the bank acknowledges that any misrepresentation shall be subject to appropriate enforcement actions, among other legal recourses available to the BSP;
3. Non-receipt of acknowledgment from the This email address is being protected from spambots. You need JavaScript enabled to view it. account on the Bank’s communication shall mean failure of delivery of the message;
4. Meanwhile, absent notification from the BSP system of the failure of delivery, communications sent under the This email address is being protected from spambots. You need JavaScript enabled to view it. account shall be considered as duly received by the Bank.

Circular Letter No. CL-2020-017, March 31, 2020.

This requires that all inquiries, requests, and reports related to the foreign exchange transactions covered by the Manual of Regulations on Foreign Exchange Transactions shall be sent to the International Operations Department (“IOD”) through electronic means. The email addresses of the IOD are as follows:

BSP Circular No. 1079, March 09, 2020.

This is an Amendment to the Risk-Based Capital Adequacy Framework for Stand-Alone Thrift Banks, Rural Banks and Cooperative Banks, aimed at improving the quality of regulatory capital of covered banks. The Circular provides for Minimum Capital Ratios, the percentage of risk weighted assets depends on the type of capital, either as Common Equity Tier 1 (CET 1) Ratio, Tier 1 Ratio, or Capital Adequacy Ratio (CAR). It also provides for the Reporting Requirement which requires banks to electronically submit a report on their risk-based CAR.

It further provides that Stand-alone Thrift Banks (TBs), Rural Banks (RBs), and Cooperative Banks shall undergo and observation period until December 31, 2021. The observation period intends to ensure that covered banks meet the minimum capital ratios through reasonable measures without disrupting banking activities.

Prompt Corrective Action (PCA) Framework. A bank may subject to PCA whenever the Total CAR or Tier 1 capital ratio as defined under Sections 125 and 127 or leverage ratio falls below ten percent (10%), seven and a half percent (7.5%) and five percent (5%), respectively.

A prudential limit is set for real estate exposures (REE) and other real estate property of TBs. A stress test will be undertaken on TBs’ REE and other real estate property under an assumed write-off rate of twenty-five percent (25%).

BSP Memorandum No. M-2020-010, March 18, 2020.

This recognizes that the IDs issued by the BSFIs exempted from the strict home quarantine requirement to their personnel reporting as skeleton force are sufficient compliance with the requirements of the Memorandum of the Executive Secretary dated March 16, 2020 concerning the implementation of the ECQ over the entirety of Luzon.