As companies begin preparing their2025 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?
TheStatement 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 thatmanagement 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 submitAudited Financial Statements (AFS)underSEC Rule 68 (Revised Financial Reporting Framework), the process remains the same.
The SMR must besigned by the responsible officers of the company, usually:
• ThePresident or Managing Director
• TheTreasurer 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 anindependent 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 theSEC audit exemption.
UnderSEC Memorandum Circular No. 4, Series of 2026, the SEC increased the audit exemption threshold to₱3,000,000.
Corporations whosetotal assets and total liabilities do not exceed ₱3,000,000may be allowed to submitunaudited financial statementsinstead of audited ones.
However, because these financial statements arenot reviewed by an external auditor, the SEC requires management to formally attest to their accuracy.
In these cases, the SMR must beexecuted under oath and notarized.
What About Foreign Corporations Registered with the SEC?
Foreign corporations operating in the Philippines, such asbranch offices or representative offices, are generally still required to submitAudited Financial Statementsto the SEC.
Because these entities remain subject to mandatory audit requirements, theirSMR 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 thecorrect SMR formatis 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 besigned by company officersbutdoes not need to be notarized.
Unaudited Financial Statements under the SEC audit exemption
SMR must besworn 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. CPAsassists 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’sAFS filing, SMR requirements, or SEC compliance, our team will be glad to assist.
