Securities and Exchange Commission (SEC/Commission) issues new requirement for corporations, partnerships, associations, and individuals to create and/or designate e-mail account address and cellphone number for transaction of business with the commission under SEC Memorandum Circular (MC) No. 28-2020.
Every corporation, association, partnership, and person under the jurisdiction and supervision of the Commission shall submit a valid official electronic mail (“e-mail”) address and a valid official cellular phone number within sixty (60) days from the effectivity of these rules ie., October 31, 2020. For future applications and those applications which are still pending primary registration with the Company Registration and Monitoring Department (CRMD), such information should be either indicated during the filling up of the registration forms or submitted within thirty (30) days from the issuance of the certificate of registration, license or authority.
Purpose of Email Addresses
The purpose of both the official and alternate e-mail addresses shall be where transactions, applications, letters, requests, papers and pleadings under the jurisdiction of, or for consideration by, the Commission may be processed, submitted and/or filed online. The Commission may likewise send notices, letter-replies, orders, decisions and/or other documents through the said e-mail addresses, and the corporations, associations, partnerships and individuals are deemed to have received those notices, letter-replies, orders, decisions and/or other documents on the date so sent by the Commission. Service of notice through this process shall be considered compliance with the notice requirement of administrative due process.
Purpose of Cellphone Numbers
The official cellphone number to be provided by all entities registered with the SEC in an additional security measure to ensure that the person accessing the e-mails sent by the Commission is the authorized person of the corporation or partnership to receive and retrieve the same. For every transmittal, Multi-Factor Authentication (MFA) utilizing mechanisms such as One-Time Personal Identification Number (OTP) scheme or Two-Step Verification by a Software-Based Authenticator will be performed by SEC to said cell phone number which the authorized person will have to input before the e-mail message can be retrieved.
Person in Control
The e-mail addresses and cellular phone numbers shall be under the control of the corporate secretary, the person charged with the administration and management of the corporation sole, the resident agent of foreign corporation, the managing partner, the individual, or the duly authorized representative. Provided, that the corporation, association, partnership or individual shall also submit proof of the authorized representative’s authority (i.e., special power of attorney or secretary’s certificate) to control the email addresses and cellular phone numbers, and to sign and file the Submission as (described in paragraph 6), Authorization and Certification of Authorization (described in paragraph 9), and/or Certification (described in paragraph 11) of the Memorandum Circular.
The Submission of the Email Addresses and Cellular Phone Numbers shall include the following:
a. Complete name of the corporation, association, partnership, or person;
b. The SEC registration number or identification number;
c. Official electronic mail address;
d. Official cellular phone number;
e. Alternate electronic mail address;
f. Alternate cellular phone number;
g. For corporations, the complete name and signature of the corporate secretary, the person charged with the administration and management of corporation sole, or the duly authorized representative;
h. For partnerships, the complete name and signature of the managing-partner or the duly authorized representative; and
i. For natural persons, his/her signature or his/her duly authorized representative’s signature.
Inclusion in General Information Sheet (GIS) or Notification Update Form (NUF)
Starting February 23, 2021 onwards the, the email addresses and cellular phone numbers shall be included in the General Information Sheet (GIS) or Notification Update Form (NUF) regularly filed with the Commission. If a corporation fails to include the email addresses and cellular phone numbers in the GIS or NUF regularly files with the Commission, such GIS or NUF shall be considered incomplete.
Electronic Commerce Act
The use of the Securities and Exchange Commission of email as a means of valid communication are based on the clauses below:
Whereas, Section 6 of Republic Act No. 8792, otherwise known as the Electronic Commerce Act (“ERA”), provides that information shall not be denied validity or enforceability solely on the ground that it is in the form of an electronic data message purporting to give rise to such legal effect, or that is it merely incorporated by reference in that electronic data message.
Whereas, Section 7 of ERA provides that electronic documents shall have the legal effect, validity or enforceability as any other document or legal writing.
Download the full memorandum circular: https://www.sec.gov.ph/mc-2020/mc-no-28-s-2020/