The Securities and Exchange Commission (SEC) of the Philippines has issued Memorandum Circular (MC) No. 04, Series of 2026, a landmark regulation designed to ease the regulatory and financial burdens on the country’s smallest corporations. Effective for financial statements covering fiscal years ending on or after December 31, 2025, the new circular significantly raises the threshold for mandatory audited financial statements (AFS) from the previous ₱600,000 to a new limit of ₱3 million in total assets or total liabilities. This adjustment aligns the SEC’s reporting rules with the current definition of micro enterprises under Philippine law and aims to foster an environment more conducive to business formalization and growth.
The previous ₱600,000 asset and liability threshold, established under the Revised Corporation Code (RCC), was considered outdated and no longer reflective of current economic conditions or the operating realities of micro enterprises. Audited financial statements can be costly and administratively demanding for small firms with limited capital and manpower. By increasing this limit to ₱3 million, as approved by the Department of Finance (DOF), the SEC aims to allow these businesses to redirect valuable resources toward operations, technology, or expansion rather than compliance costs.
Corporations that fall at or below the new ₱3 million threshold are now exempt from the mandatory audit requirement. Instead of a full AFS vetted by an independent certified public accountant, these entities are required to submit their unaudited financial statements accompanied by a Statement of Management’s Responsibility (SMR). This SMR must be signed under oath by the corporation’s key officers, a measure that shifts the accountability for the accuracy and completeness of the financial data directly onto the management.
For standard stock and non-stock corporations, the SMR requires the signatures of the Chairman of the Board, the President or Chief Executive Officer, and the Treasurer or Chief Financial Officer, all duly authorized by the board of directors. For One Person Corporations (OPCs), the President and the Treasurer must sign the statement. The signatories assume full legal responsibility for the integrity and truthfulness of the reports, and any financial statements found to be incomplete, inaccurate, false, or misleading remain subject to significant penalties under the provisions of the Securities Regulation Code and the RCC.
It is important to note, however, that this exemption does not apply to all entities. Corporations classified as “public interest” entities (e.g., publicly listed companies, investment houses, brokers, and large non-profit foundations) are still subject to mandatory audit requirements regardless of their asset or liability size. The SEC retains its visitorial powers to require audited statements if warranted by public interest, regulatory enforcement concerns, or other matters of public interest. This policy aims to balance regulatory oversight with the need to foster a more inclusive and less burdensome business environment.
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