SEC drops approval for early ASMs

Companies with publicly listed or registered securities no longer need the Securities and Exchange Commission’s (SEC) green light to hold their annual stockholders’ meetings ahead of the date set in their bylaws.

The SEC said on Tuesday that its Markets and Securities Regulation Department will now accept written notices from companies at least 32 business days prior to the planned meeting.

“The notice should contain the justifiable reason for the early conduct of the ASM and must be approved by the board of directors, supported by the Secretary’s Certificate,” the regulator said.

The SEC explained that this approach ensures companies still meet filing and distribution deadlines for the Preliminary Information Statement and Definitive Information Statement, in line with the Securities Regulation Code and its implementing rules.

Companies must also make the early meeting and its rationale public through SEC Form 17-C, which is available on their websites and, for listed firms, on the Philippine Stock Exchange EDGE platform.

The regulator stressed that firms must protect stockholders’ rights, encourage minority shareholder participation, and comply with all deadlines for filing and distributing information statements.