The Securities and Exchange Commission (SEC) has released a comprehensive compliance checklist for one person corporations (OPCs), helping them stay up-to-date with their reportorial requirements and strengthening the Commission’s supervision over the corporate sector.
The Commission on February 16 issued SEC Memorandum Circular No. 10, Series of 2026, providing for Guidelines on the Compliances of OPCs.
The new guidelines consolidate rules that govern the compliance of OPCs with reportorial requirements and bond posting, while also providing the scale of fines and penalties for corresponding violations as provided under the Republic Act No. 11232, or the Revised Corporation Code, and other existing rules and regulations.
“These new guidelines outline the reportorial requirements and penalties imposed on OPCs. By clarifying expectations around their submissions, we are eliminating ambiguity and empowering business owners to operate with the confidence that they are in full compliance with the law,” SEC Chairperson Francis Lim said.
“This streamlined approach also allows the SEC to strengthen its monitoring powers over corporations, in line with its mandate of promoting transparency and accountability in the corporate sector,” he added.
Appointment of officers
Under the guidelines, an OPC must appoint its treasurer, corporate secretary and other officers, and subsequently submit a Form of Appointment (FAO) for OPC to the SEC within 20 days from the approval of its certificate of incorporation. Failure to do so will result in a penalty of P10,000.
For the subsequent appointment of an officer, the OPC must file an FAO within five days after the appointment, otherwise, the company will face fines per missed report worth P5,000 for first offense and up to P9,000 fifth offense.
Financial statement submission
OPCs shall submit their annual financial statements (AFS) on the deadline prescribed by the Commission, or within 120 calendar days from the end of their respective fiscal year. Submissions must conform with Republic Act No. 8799, or the Securities Regulation Code (SRC).
Under the guidelines, the Commission introduced lower and more proportionate penalty rates for OPCs, effectively amending MC No. 6, Series of 2024, which imposed uniform penalties for the late and non-filing of reportorial requirements for stock corporations and OPCs.
The revised framework recognizes the distinct nature of OPCs and ensures that penalties for late or non-filing of financial statements are fair, reasonable, and commensurate with their scale of operations.
Late filing of AFS, or submission within the year of the prescribed deadline, will result in a penalty between P5,000 to P9,500 for the first offense, and up to P9,000 to P13,500 for the fifth offense, depending on the retained earnings of an OPC.
Meanwhile, non-filing of AFS, or submission beyond one year from the prescribed period, will be penalized with an amount ranging between P10,000 and P19,000 for the first offense, and from P18,000 to P27,000 for the fifth violation, based on the net profit.
OPCs with total assets or liabilities exceeding P3 million are required to submit an audited annual financial statement, effective for the fiscal year ending on or after December 31, 2025.
Those that do not meet the new audit threshold must submit a financial statement accompanied by a Statement of Management’s Responsibility, signed under oath by the president and treasurer.
Posting of bonds
OPCs whose single stockholder also assumes the role of treasurer shall post a surety bond, or other acceptable bond forms, such as in cash or property.
The bond shall be subject to renewal every two years, or as may be required based on the review of the financial statement, or of the latest amended articles of corporation, in instances of approval of an increase in the authorized capital stock.
Under the guidelines, bond coverage ranges between P1 million and P5 million, depending on the authorized capital stock of the OPC. Companies with authorized capital stock of over P5 million shall post a bond equal to the amount of their authorized capital stock.
A self-appointed treasurer of an OPC at the time of incorporation shall post bond within 30 days after the issuance of the certificate of incorporation, while a single stockholder appointing another person as treasurer, but later on appoints himself to the role, must post bond within 30 days from the submission of the FAO.
Non-compliance with the deadline for the posting of bond shall result in a basic fine of P10,000 plus an additional P500 per month of delay for the first violation of initial posting.
Transitory period
Registered OPCs with no filings of Appointment of Officers and whose single shareholder who also assumes the position of the treasurer are given 30 days from the date of effectivity of the guidelines to comply with the necessary posting of the bonds. Failure to do so will result in the necessary fines and penalties.
OPCs who posted the necessary bonds with the Commission must ensure their compliances are still valid and up to date.
OPCs that had been monitored for failure to timely post the required bond or for the late filing of their Appointment of Officers, but were not penalized yet, shall be assessed a penalty of P5,000. Upon payment, the company shall not be considered to have committed a first offense.
Meanwhile, OPCs with pending monitoring applications as of the date of effectivity of the guidelines will not be processed under the previous guidelines. They are mandated to file a new monitoring request and will be evaluated based on the memorandum circular.sesessesessesccc
