SEC Suspends Monthly Delay Penalty for Late and Non-Filing of Reports
The Securities and Exchange Commission (SEC) recently issued Memorandum Circular No. 16, Series of 2026, suspending the “per month of delay” penalty applied to the late and non-filing of reportorial requirements under SEC Memorandum Circular No. 6, Series of 2024.
Below, are the key aspects of the circular:
- Scope of the SEC Monthly Penalty Suspension under MC 16-2026
Under SEC Memorandum Circular No. 06-2024, late or non-filing of reportorial requirements such as AFS and GIS results in two distinct types of penalties:
- Fixed (Base) Penalty. A one-time fine imposed upon the act of late submission or non-compliance
- Monthly Accrual Penalty. An additional charge that builds up over time, computed per month of delay, with any fraction of a month treated as a full month, and capped at a maximum of twelve (12) months
The second component is the more burdensome element, as it steadily increases the total liability the longer the company remains non-compliant. For instance, a delay extending up to one year may result in the penalty multiplying significantly due to this monthly buildup.
MC 16-2026 specifically addresses this escalating portion. It temporarily removes the imposition of the monthly accrual penalty. However, the base penalty under MC 06-2024 continues to apply in full.
In effect, while companies are still penalized for late or missed filings, the suspension only limits the exposure by eliminating the accumulating monthly charges—not the initial fine itself.
- Coverage
The suspension applies to the per month of delay penalty imposed on covered entities for the late filing or non-filing of reportorial requirements under SEC Memorandum Circular No. 6, Series of 2024.
The scale of fines and penalties under the memorandum, generally applies to corporations registered with the Commission, including:
- Stock and non-stock corporations
- One Person Corporations (OPCs)
- Branch offices, representative offices, and other entities required to submit reports to the SEC
The covered reportorial requirements typically include the Annual Financial Statements (AFS), the General Information Sheet (GIS), and other periodic reports mandated under existing SEC rules and the Revised Corporation Code.
- How MC 16-2026 Applies Depending on Assessment Status
| Scenario | Impact of MC 16-2026 |
|---|---|
| Monthly penalty has not yet been computed or included as part of the circular's effectivity | The monthly accrual will no longer be applied going forward. |
| Assessment already issued but remains unpaid | A revised assessment may be obtained, with the monthly penalty removed. This can be coordinated with CRMD or the appropriate SEC extension office. |
| Monthly penalty already billed and fully paid prior to effectivity | The payment stands as final. No adjustments, refunds, or credits will be allowed. |
For entities with outstanding assessments that still include the monthly penalty, it is advisable to request an updated computation directly from the Company Registration and Monitoring Department (CRMD) or the nearest SEC extension office.
On the other hand, if the obligation has already been settled in full, the rule is clear—no reimbursement or offset will be provided.
- Filing Obligation
The suspension of the per month of delay penalty does not relieve any covered entity of its duty to file.
The underlying obligation to file their Annual Financial Statements (AFS) and General Information stays fully in force. This means:
- All applicable reports must still be filed with the SEC.
- Filing deadlines continue to apply.
- The suspension addresses the penalty mechanism only, not the duty to comply.
- Duration
The suspension of the per-month-of-delay penalty shall remain in effect until December 31, 2026, as expressly provided under SEC MC No. 16, Series of 2026. Commencing January 1, 2027, the per-month-of-delay penalty shall automatically resume, with applicability determined based on the date of the monitoring request.
How Can We Help
Navigating SEC reportorial requirements can be complex, especially with changes in penalty enforcement. We help SEC-registered entities stay compliant:
- Assess how MC No. 16, Series of 2026 applies to your specific obligations
- Prepare and file your AFS, GIS, and other required periodic reports
- Ensure your filings are up to date before the per-month-of-delay penalty resumes on January 1, 2027
