As companies begin preparing their 2025 financial statements for SEC filing, one common question arises:
Does the Statement of Management’s Responsibility (SMR) now need to be notarized?
Recent updates from the Securities and Exchange Commission (SEC) have created some confusion. The answer is simple once you understand the rule:
Notarization depends on whether the financial statements being submitted are audited or unaudited.
What is the Statement of Management’s Responsibility?
The Statement of Management’s Responsibility (SMR) is a document attached to a company’s financial statements filed with the SEC.
Through this statement, company management confirms that:
• The financial statements were prepared in accordance with applicable accounting standards
• The financial information fairly presents the company’s financial position and results of operations
• The company maintains proper internal controls over financial reporting
The SMR essentially confirms that management takes responsibility for the accuracy and reliability of the financial statements submitted to regulators and stakeholders.
When the SMR Does NOT Need to Be Notarized
For corporations that are required to submit Audited Financial Statements (AFS) under SEC Rule 68 (Revised Financial Reporting Framework), the process remains the same.
The SMR must be signed by the responsible officers of the company, usually:
• The President or Managing Director
• The Treasurer or Chief Finance Officer
Once signed, the SMR is attached to the audited financial statements submitted to the SEC.
In this case, notarization is not required.
This is because the financial statements are already accompanied by an independent auditor’s report, which provides assurance that the financial statements were examined by a licensed external auditor.
When the SMR MUST Be Notarized
The requirement for notarization applies when a corporation qualifies for the SEC audit exemption.
Under SEC Memorandum Circular No. 4, Series of 2026, the SEC increased the audit exemption threshold to ₱3,000,000.
Corporations whose total assets and total liabilities do not exceed ₱3,000,000 may be allowed to submit unaudited financial statements instead of audited ones.
However, because these financial statements are not reviewed by an external auditor, the SEC requires management to formally attest to their accuracy.
In these cases, the SMR must be executed under oath and notarized.
What About Foreign Corporations Registered with the SEC?
Foreign corporations operating in the Philippines, such as branch offices or representative offices, are generally still required to submit Audited Financial Statements to the SEC.
Because these entities remain subject to mandatory audit requirements, their SMR normally only needs to be signed by the authorized officers and does not need to be notarized.
Why This Requirement Matters
Although the SMR may appear to be a simple attachment, it plays an important role in corporate accountability.
By signing the SMR, management formally acknowledges responsibility for the preparation and fair presentation of the financial statements. It also confirms that proper internal controls are in place to support accurate financial reporting.
Using the correct SMR format is important during SEC filing. Submitting an incorrect version, especially when notarization is required, can cause delays in processing.
Key Rule to Remember
To keep it simple:
Audited Financial Statements
SMR must be signed by company officers but does not need to be notarized.
Unaudited Financial Statements under the SEC audit exemption
SMR must be sworn and notarized.
Need Help with SEC Financial Statement Filing?
Preparing financial statements and ensuring full SEC compliance can be challenging, especially with regulatory updates.
Bong Corpuz & Co. CPAs assists corporations with financial statement preparation, audit coordination, and SEC filing requirements to ensure that documents are properly prepared and submitted on time.
If you have questions about your company’s AFS filing, SMR requirements, or SEC compliance, our team will be glad to assist.
Bong Corpuz & Co. CPAs 