Disclosure Requirements

Section 17. Periodic and Other Reports of Issuers

I. Who are Subject to these Reportorial Requirements?

1. Issuer with a class of securities listed on an Exchange,
2. An issuer with assets in excess of Fifty Million Pesos (PhP 50,000,000.00) and has two hundred
(200) or more holders each holding at least one hundred (100) shares of a class of its equity
securities.
3. Issuer has sold securities to the public pursuant to a registration statement

Notes:
 #1 and 2 is known as a Public Company and #’s 1-3 is known as a Reporting Company.
 A Reporting Company ceases to be such if:
Reporting Company Requirements to Cease as such
Sold securities pursuant to 1. First day of fiscal year after the year of
registration statement effectivity of the registration statement,
it has LESS than 100 holders of such
securities, AND
2. Notifies the SEC of such fact
Issuer w/assets >50M and 1. Less than 100 stockholders with at least
200 or more holders each 100 shares each
holding at least 100 shares 2. Notified the SC
3. 90 days after such notification

Note also that a Bank (s a listed company) is not exempt from the disclosure requirements of the SEC even
if such bank’s shares were exempt (at that time) from SE registration. This was the ruling in Union Bank of
the Philippines vs. SEC considering that the disclosure obligations in Chap. 5 are different from the
registration rules under Chap. 3.

II. What Reports are Required to be Filed

What When Where

Annual Report 105 calendar days after the SEC Form 17-A
end of the issuer’s fiscal year
Quarterly 45 calendar days after the end SEC Form 17-Q
Report of the first 3 quarters of the
fiscal year 1
Current Report Listed: 10 minutes after SEC Form 17-C
Unlisted: 5 calendar days after
the occurrence of the event

1
After effectivity of registration statement or 45 days after end of quarter if previously required to file
A. What Is the Responsibility of the Issuer if it is Unable to File the Annual and Quarterly Report on Time

 Issuer must file with the SEC (and if applicable with the Exchange) SEC Form 17-L
 Containing a “disclosure in reasonable detail of its inability to file the report timely and the
reasons for such failure”
 Such report which is not timely filed shall be deemed filed on the prescribed due date.

B. What is a Current Report?

 Make a full, fair and accurate disclosure to the public of every material fact or event that occurs
which would reasonably be expected to affect the investors' decisions in relation to those
securities.

Note:

 If there is news in the media regarding an alleged material event, a current report SHALL be made
order to clarify the said news item which may create public speculation if not officially denied or
clarified by the concerned company.
 Owner of more than five percent (5%) of the voting rights of a public and reporting company who
holds material information which may materially affect such company may be required by SEC
to disclose such information within same period.

Guidelines for the Current Report

1. Promptly to the public through the news media;

2. If the Issuer is listed on an Exchange (To Exchange AND SEC)
 Within 10 minutes after the occurrence of the event and
 Prior to its release to the public through the news media2
3. Issuer Not Listed on Exchange (To SEC)
 GR: 5 calendar days after the occurrence of the event reported
 XPN: Unless substantially similar information as that required by Form 17-C has been
previously reported to the SEC by the Issuer

Disclosure Deemed Part of Current Report if… (1/2 + 3)

1. Disclosure Signed and filed with the SEC and the Exchange where the securities of the Issuer are
listed, OR
2. Released to the news media by any director, executive officer or a principal (as defined under
Section 23 of the Code) of an Issuer
AND
3. Issuer does not deny the subject information within two (2) days from the filing or release of the
disclosure.

Note: Any misleading statement, misrepresentation or omission of a material fact therein shall be
considered the joint responsibility of the Issuer and the reporting director, officer or principal.

C. Miscellaneous Sections (17.4-17.6, SRC)

2
Deemed filing with the SEC if there is a MOA between the SEC and the Exchange and the SEC can download and
upload such info provided
  Listed companies must provide the Exchange with copies of reports filed with the SEC
 A reporting company is required to provide each of its stockholders an annual report
 Said annual report shall be transmitted to stockholders in advance of the annual stockholder
meeting.

Section 18. Reports by 5% Holders of Equity Securities

I. Beneficial Owner
ANY person who:
 directly or indirectly,
 through any contract, arrangement, understanding, relationship or otherwise,
 has or shares
o voting power (which includes the power to vote or direct the voting of such security)
and/or
o investment returns or power (which includes the power to dispose of, or direct the
disposition of such security);

Indirect Beneficial Ownership

 Provided, that a person shall be deemed to have an indirect beneficial ownership interest in any
security which is
o Held by members of his immediate family sharing the same household;
o Held by a partnership in which he is a general partner;
o Held by a corporation in which he is a controlling shareholder; or
o Subject to any contract, arrangement or understanding which gives him voting power or
investment power with respect to such securities

Deemed Beneficial Owner

Person has the right to acquire beneficial ownership within thirty (30) days
1. from the exercise of any option, warrant or right, or conversion of any security; or
2. pursuant to the power to revoke a trust, discretionary account or similar arrangement; or
3. pursuant to the automatic termination of a trust, discretionary account or similar arrangement.

Not Deemed Beneficial Owners

The following persons or institutions shall NOT be deemed to be beneficial owners of securities
 It is held by them for the benefit of third parties or in customer or fiduciary accounts
 In the ordinary course of business
 Such shares were acquired by such persons or institutions without the definite and/or clear
intention of effecting a change or influencing the control of the Issue

Such Persons are:

 A broker dealer;
 An investment house registered under the Investment Houses Law;
 A bank authorized to operate by the BSP
 A duly-registered insurance company;
 An investment company registered under the Investment Company Act;
 A pension plan registered with and regulated by the Bureau of Internal Revenue, Insurance
Commission or any other regulatory authority; and
  An entity whose members are the persons specified above

II. Coverage of this Rule

 Any person who acquires in any manner the beneficial ownership of five percent (5%) of any class
of equity securities of a reporting company

III. Purpose of this Rule

 The aim of Sec. 18 is to alert existing stockholders to a possible threat of control or an impending
tender offer.

IV. Reporting Obligation

 Submit SEC Form 18-A to the Issuer, Exchange and to the SEC a sworn statement containing the
ff. information.
o The personal background, identity, residence, and citizenship of, and the nature of such
beneficial ownership by, such person and all other person by whom or on whose behalf
the purchases are effected; in the event the beneficial owner is a JURIDICAL person, the
lines of business of the beneficial owner shall also be reported;
o If the purpose of the purchases or prospective purchases is to acquire control of the
business of the issuer of the securities, any plans or proposals which such persons may
have that will effect a major change in its business or corporate structure;
o The number of shares of such security which are beneficially owned, and the number of
shares concerning which there is a right to acquire, directly or indirectly, by; (i) such
person, and (ii) each associate of such person, giving the background, identity, residence,
and citizenship of each such associate; and
o Information as to any contracts, arrangements, or understanding with any person with
respect to any securities of the issuer including but not limited to transfer, joint ventures,
loan or option arrangements, puts or call guarantees or division of losses or profits, or
proxies naming the persons with whom such contracts, arrangements, or understanding
have been entered into, and giving the details thereof.

V. Short-Form Report on SEC Form 18-AS (in lieu of SEC Form 18-A)
 Filed with SEC, Issuer, Exchange
 45 days after the end of the year in which such person became so obligated
 If the more than 5% holding was acquired under the following circumstances:

1. Such person has acquired such securities in the ordinary course of business
 Not for the purpose of changing or influencing the control of the Issuer,
 Nor in connection with or as a participant in any transaction having such purpose or effect

2. Such person is
 a broker or dealer registered under the Code;
 a bank authorized to operate as such by the BSP;
 an insurance company subject to the supervision of the Insurance Commission;
 an investment house registered under the Investment Houses Law;
 an investment company registered under the Investment Company Act;
 a pension plan subject to the regulation and supervision by the BIR and/or the Insurance
Commission; or
  a group where all its members are persons specified above, and

3. Such person has promptly notified any other person on whose behalf it holds, on a discretionary
basis, securities exceeding five percent (5%) of the class of any acquisition or transaction on behalf
of such other person which might be reportable by that person under Section 18.1(a) of the Code.

Note: If a person ceases to be #1 and #2 as above mentioned, it shall file within 3 BUSINESS days thereafter
a sworn statement on SEC Form 18-A if he is still a 5% beneficial owner.

Document Type Description Due Date

SEC FORM 18-A or 18-AS
SEC FORM 23-A/23-B
Reports of 5% owner
Reports of Directors and Officers Within 10 calendar days after
and holders of more than 10%
For ordinary buyers – Within 5
business days from the
acquisition;
For qualified buyers – within 45
calendar days after the end of
the fiscal year
the effective date of registration
or after becoming an officer,
director or holder of 10%; within
10 calendar days after the close
of each calendar month
thereafter.