MANILA, Philippines — The Securities and Exchange Commission (SEC) has issued new guidelines to simplify compliance for One-Person Corporations (OPCs). SEC Memorandum Circular No. 10, Series of 2026, released on February 16, provides a comprehensive checklist for financial reporting, officer appointments, and bond requirements.
The move, led by SEC Chair Francis Lim, aims to eliminate ambiguity in filings and empower entrepreneurs to operate with greater legal confidence while maintaining corporate transparency.
Key Guidelines and Deadlines:
- Officer Appointments: OPCs must appoint a treasurer, corporate secretary, and other officers within 20 days of receiving their certificate of incorporation.
- Penalty: Failure to comply results in a P10,000 fine. Subsequent changes in officers must be reported within five days.
- Financial Statements: Annual financial statements must be submitted within 120 calendar days from the end of the fiscal year.
- Audit Requirements: Starting with fiscal years ending December 31, 2025, OPCs with total assets or liabilities exceeding P3 million must submit audited financial statements.
- Small OPCs: Those below the P3 million threshold may submit a Statement of Management’s Responsibility signed under oath by the president and treasurer.
- Surety Bonds: If the single stockholder also serves as the treasurer, the OPC is required to post a surety bond.
- Fines for Late Filing: Penalties for late financial reports range from P5,000 to P9,500 for first-time offenders, depending on retained earnings. Non-filing beyond one year can lead to fines up to P27,000.