The Philippine Securities and Exchange Commission (SEC) has issued SEC Memorandum Circular No. 10, Series of 2026 (“Guidelines on the Compliances of One Person Corporations (OPCs)”), effective February 16, 2026. This Circular establishes a comprehensive and clear regulatory framework governing the reportorial requirements, administrative penalties, and bond obligations incumbent upon all duly registered One Person Corporations (OPCs) within the jurisdiction.
New SEC Compliance Guidelines for One Person Corporations (OPCs)
In accordance with its statutory mandate under the Revised Corporation Code (RCC), the Commission recognizes the exigency of instituting specialized monitoring guidelines for OPCs—a distinct legal entity introduced by the RCC. These guidelines aim to ensure procedural uniformity in the assessment of fines and penalties, thereby mitigating arbitrary enforcement while compelling strict adherence to corporate transparency and accountability standards.
1. Initial Appointment of Officers
Upon the issuance of Certificates of Incorporation, OPCs are mandated to appoint a Treasurer, Corporate Secretary, and other required officers, with the corresponding Form for Appointment (FAO) within twenty (20) days. Failure to effect these appointments or the untimely submission of the FAO shall incur a one-time penalty of PHP 10,000.
2. Subsequent Appointments of Officers
Following the initial organizational period, any subsequent appointment or change in the officers mandates OPCs to notify the Commission by filing a supplemental FAO within five (5) days from the date of appointment. Noncompliance shall subject OPCs to a graduated scale of administrative fines, ranging from PHP 5,000 for the first offense to PHP 9,000 for the fifth offense.
3. Submission of Financial Statements (FS)
In accordance with existing and permanent circulars and memorandum orders, OPCs must file their Audited Financial Statements (AFS) within 120 days from the end of the fiscal year or as prescribed by the Commission. Pursuant to SEC MC No. 7, Series of 2019, such AFS must include reports on all explanations or comments by the president on the qualification, reservation, or adverse remarks made by the auditor and disclosure of all self-dealings and related party transactions, unless integrated in the Notes to AFS.
4. Scale of Fines and Penalties for Late and/or Non-Filing of Financial Statements (FS)
Based on the Circular, late filing of Financial Statements (FS) refers to the submission of reportorial requirements after the prescribed deadline, whether within one (1) year—subject to a monthly penalty of up to twelve (12) months—or beyond one (1) year, in which case the basic fine for non-filing applies, with the monthly penalty likewise capped at twelve (12) months. Non-filing refers to the failure to submit the reportorial requirements, with the monthly penalty also capped at twelve (12) months.
Fines for late filing range from PHP 5,000 to PHP 9,500 for the first offense, increasing to PHP 13,500 by the fifth offense. On the other hand, non-filing penalties are higher, ranging from PHP 10,000 to PHP 19,000 for the first offense and up to PHP 27,000 for the fifth. The exact amount depends on the OPC’s total retained earnings and the frequency of the violation.
5. Posting of Bond
Pursuant to Section 10 of SEC MC No. 7, Series of 2019, the single stockholder of an OPC who also serves as Treasurer shall post a surety bond or other acceptable bond in an amount determined by the OPC’s Authorized Capital Stock (ACS). The minimum coverage is PHP 1,000,000 for an ACS of up to PHP 1,000,000, while an ACS exceeding PHP 5,000,000 requires bond coverage equivalent to the total ACS.
Property bonds must be duly annotated on the certificate of title to ensure enforceability, while surety bonds must be issued by an Insurance Commission-accredited provider, naming the Securities and Exchange Commission as the obligee.
The initial bond shall be filed within thirty (30) days from the issuance of the Certificate of Incorporation or the filing of the Form for Appointment (FAO). Thereafter, the bond shall be renewed every two (2) years, or as may be required. The biennial bond requirement shall be subject to reassessment upon the filing of the Audited Financial Statements or upon any increase in the Authorized Capital Stock (ACS) through the filing of Amended Articles of Incorporation (AAI).
Additionally, a custodian fee of PHP 5,000.00 is exigible upon each posting, after which the Commission shall issue a formal Certification on the Posting of Bond upon verification of compliance.
Failure to comply with the initial or biennial bond-posting requirements shall subject OPCs to a basic fine of PHP 10,000, plus a monthly surcharge of PHP 500 for the first violation. Higher monthly surcharges shall be imposed for subsequent violations, specifically PHP 1,000 for the second violation and PHP 1,500 for the third violation.
The bond requirement is extinguished upon the appointment of a new Treasurer other than the single stockholder, provided the OPC files an amended Form for Appointment (FAO). To secure the release of an existing bond, the single stockholder must submit a written request and a notarized affidavit certifying that no creditors will be adversely affected, subject to Commission verification and approval.
Aggrieved third parties may file claims against the bond, triggering a formal SEC investigation. If a claim is validated, the OPC must replenish the bond to allow the single stockholder to continue as Treasurer; otherwise, a new Treasurer must be appointed to maintain corporate compliance.
6. Compliance with SEC MC 28, Series of 2020
OPCs incorporated prior to 18 December 2023 that failed to comply with the provisions of SEC Memorandum Circular No. 28, series of 2020, shall be subject to a one-time penalty in accordance with the said Memorandum Circular and any amendments thereto.
7. By-Laws
Pursuant to Section 119 of the Revised Corporation Code (RCC), the submission of by-laws is not required for OPCs.
Our corporate compliance team at Duran & Duran-Schulze Law handles SEC filings and corporate amendments, applying Philippine corporate law to prepare accurate documentation, meet regulatory requirements, and ensure timely filing with the SEC.
Transitory Provisions
The following provisions outline the specific timelines and adjusted compliance standards governing the transition of One Person Corporations (OPCs) to the updated regulatory framework:
Existing OPCs with No Filings of Appointment of Officers
OPCs with unfiled officer appointments, or where the single stockholder serves as Treasurer, are granted a thirty (30)-day grace period from the effectivity of the Circular within which to comply with the bond-posting requirements. OPCs with existing bonds shall ensure that their coverage remains valid and compliant with prevailing regulatory standards.
OPCs Monitored but with No Penalty Imposed
OPCs previously monitored for bond or officer appointment violations, but not yet penalized, shall be subject to a one-time fine of PHP 5,000. Payment of this fine shall not constitute a first offense, but rather any subsequent violation shall be treated and penalized as a first offense under applicable rules.
OPCs with Pending Monitoring Applications
OPCs with pending monitoring applications as of the date of effectivity of Circular shall no longer be processed under the previous guidelines, but if they wish to continue, they must file a new monitoring request, which shall be evaluated under the provisions of the Circular.
Adjustment of the Audit Threshold
Pursuant to SEC MC No. 04, Series of 2026, the audit threshold for OPCs has also been increased to PHP 3,000,000 for fiscal years ending on or after 31 December 2025. OPCs exceeding this threshold must submit an Audited Financial Statement (AFS), while those at or below the limit may file unaudited financial statements (UFS) supported by a sworn Statement of Management’s Responsibility (SMR) signed by the President and Treasurer. All filings must be completed within 120 days of the fiscal year-end, subject to the Commission’s prescribed annual schedule.
About One Person Corporations (OPCs) in the Philippines
Under the Revised Corporation Code (RCC) of the Philippines (R.A. 11232), the One Person Corporation (OPC) was introduced as a distinct juridical entity, enabling a single stockholder to function concurrently as the sole incorporator, director, and president. This statutory innovation modernizes the Philippine corporate landscape by granting entrepreneurs full operational autonomy within a structured, SEC-regulated framework, effectively bridging the gap between individual enterprise and formal corporate governance.
Unlike a sole proprietorship, where business liabilities extend to the owner’s personal assets due to a lack of legal distinction, the OPC maintains an independent legal personality. This separation insulates the stockholder’s personal estate from corporate obligations, providing the benefit of limited liability while facilitating the ease of doing business under the protective mantle of the RCC.
Download a copy of SEC Memorandum Circular No. 10, Series of 2026 ➤
For legal consultations and service inquiries regarding compliance with SEC regulations in the Philippines, call us at (02) 8478-5826 (landline) or +639171940482 (mobile), or email info@duranschulze.com.
