Guidelines on the Compliances of One Person Corporations under SEC Memorandum Circular No. 10, Series of 2026
The advent of the One Person Corporation (OPC) introduced a streamlined corporate vehicle designed to encourage entrepreneurship. To effectively monitor these entities and ensure uniformity in the assessment of fines and penalties, the Securities and Exchange Commission (SEC) promulgated the Guidelines on the Compliances of One Person Corporations (SEC Memorandum Circular No. 10, Series of 2026). The Commission issued these guidelines pursuant to its mandate to formulate and enforce standards and policies to carry out the provisions of the Revised Corporation Code of the Philippines (Republic Act No. 11232, Section 179(o) and (p)). Furthermore, the guidelines were specifically crafted to monitor OPCs in accordance with the regulatory framework of the Revised Corporation Code (Republic Act No. 11232, Sections 115 and 129).
Appointment of Corporate Officers
An essential compliance requirement for an OPC is the prompt appointment of its internal officers. The OPC must appoint a Treasurer, Corporate Secretary, and other officers, and officially submit a Form for Appointment of Officers (FAO) to the Commission within twenty (20) days from the approval of its Certificate of Incorporation (SEC Memorandum Circular No. 10, Series of 2026, Section 1). Failure to strictly observe this initial appointment and timely submission results in a one-time penalty of Ten Thousand Pesos (₱10,000.00) (SEC Memorandum Circular No. 10, Series of 2026, Section 1).
For any subsequent changes where the single stockholder appoints a new officer, the OPC is strictly required to notify the Commission by filing the FAO within five (5) days from the appointment (SEC Memorandum Circular No. 10, Series of 2026, Section 2). Non-compliance with the subsequent filing requirement triggers a scale of imposable fines starting at ₱5,000 for the first offense, escalating up to ₱9,000 for the fifth offense (SEC Memorandum Circular No. 10, Series of 2026, Section 2).
Submission of Financial Statements and Disclosures
The financial transparency of OPCs is closely monitored through the mandated submission of Annual Financial Statements (AFS). The AFS must be filed within 120 days from the end of the fiscal year indicated in the OPC’s Articles of Incorporation or subject to an annual schedule prescribed by the Commission (SEC Memorandum Circular No. 10, Series of 2026, Section 3).
A highly significant update in the financial reporting requirement involves the adjustment of the audit threshold. Effective for fiscal years ending on or after December 31, 2025, an Audited Financial Statement is only required for OPCs with total assets or liabilities exceeding ₱3,000,000.00 (SEC Memorandum Circular No. 04, Series of 2026). For OPCs possessing total assets or liabilities below this threshold, the submission of an Unaudited Financial Statement (UFS) accompanied by a Statement of Management’s Responsibility signed under oath by the President and Treasurer is legally sufficient (SEC Memorandum Circular No. 7, Series of 2019, Section 13).
Furthermore, to prevent abusive practices, the OPC must attach explanations or comments by the president regarding any qualifications or adverse remarks made by the auditor in the AFS (SEC Memorandum Circular No. 7, Series of 2019, Section 13). In cases involving self-dealings and related party transactions between the OPC and the single stockholder, a comprehensive disclosure must be attached to the AFS or UFS, unless already substantially disclosed in the Notes to the AFS (SEC Memorandum Circular No. 10, Series of 2026, Section 3).
The guidelines classify violations relating to financial statements into “Late Filing” (filed after the due date but within one year) and “Non-Filing” (filed beyond one year or not submitted at all), with fines escalating based on the OPC’s retained earnings or capital deficiency (SEC Memorandum Circular No. 10, Series of 2026, Section 4). Any misrepresentations in the AFS are further subject to applicable fines (SEC Memorandum Circular No. 08, Series of 2009).
Bond Requirements for Self-Appointed Treasurers
To protect corporate funds, a single stockholder who self-appoints as the corporate treasurer must post a surety, cash, or property bond (SEC Memorandum Circular No. 7, Series of 2019, Section 10). The required bond coverage is computed directly against the Authorized Capital Stock of the OPC (SEC Memorandum Circular No. 10, Series of 2026, Section 5). This bond must be posted within 30 days after the issuance of the Certificate of Incorporation, and is subject to renewal every two (2) years (SEC Memorandum Circular No. 10, Series of 2026, Section 5).
The posting of this bond is an exclusive requirement for self-appointed treasurers. In the event that the OPC appoints a new treasurer other than the single stockholder, the bond is no longer required (SEC Memorandum Circular No. 10, Series of 2026, Section 5). The OPC may subsequently request the release of its bond by submitting a notarized affidavit from the outgoing single stockholder stating that no creditors or third parties will be adversely affected by the withdrawal (SEC Memorandum Circular No. 10, Series of 2026, Section 5).
Corporate By-Laws and Transitory Provisions
Recognizing the unique structural nature of an OPC, the legal framework explicitly dispenses with the requirement of creating and submitting corporate by-laws (Republic Act No. 11232, Section 119).
For OPCs established prior to the current guidelines, the circular enforces a strict compliance sweep. OPCs incorporated before December 18, 2023, that failed to comply with earlier online portal enrollments are subject to a one-time penalty (SEC Memorandum Circular No. 28, Series of 2020). Additionally, previously registered OPCs that have no records of appointing officers but where the single stockholder assumed the role of treasurer are given a strict 30-day window from the circular’s effectivity to post the necessary bonds to avoid penalties (SEC Memorandum Circular No. 10, Series of 2026, Section 8).
20 April 2026
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