SEC Issues New Compliance Guidelines for One Person Corporations

The Securities and Exchange Commission (SEC) has issued Memorandum Circular No. 10, Series of 2026, establishing comprehensive compliance guidelines for One Person Corporations (OPCs) considering that they are a new feature of the Revised Corporation Code. The Circular sets out specific reportorial requirements and a revised schedule of penalties intended to promote transparency and accountability among OPCs. Businesses operating under this corporate structure should carefully review these requirements to maintain good standing and avoid administrative sanctions.

A key requirement under the Circular is the appointment of a Treasurer and a Corporate Secretary within twenty (20) days from the approval of the Articles of Incorporation. The corresponding Form for Appointment of Officers (FAO) must likewise be submitted to the SEC within the same period. Failure to comply results in a mandatory one-time fine of PHP 10,000. Any subsequent change in these positions must be reported through an amended FAO within five (5) days from the new appointment.

The Circular also clarifies the financial reporting obligations of OPCs. SEC MC No. 4, s. 2026 adjusted the audit threshold to P3,000,000 (from P600,000) effective for fiscal years ending on or after 31 December 2025. Hence, only OPCs with total assets or liabilities exceeding P3,000,000 are required to submit an Audited Financial Statements (AFS). The AFS must be filed within 120 days from the end of the corporation’s fiscal year. OPCs at or below the audit threshold may submit financial statements accompanied by a Statement of Management’s Responsibility (SMR) signed under oath by the President and Treasurer. 

For OPCs whose single stockholder also serves as Treasurer, the Circular requires the posting of a surety bond in the form of cash bond or property bond. The bond must be renewed every two (2) years, and the required coverage amount is determined by the corporation’s Authorized Capital Stock (ACS). Failure to post or renew the bond results in a basic fine of PHP 10,000, in addition to monthly surcharges for the duration of the delay.

The Circular also adopts a structured schedule of penalties for the late filing or non-filing of financial statements, with fines increasing based on the corporation’s retained earnings and the frequency of violations. Existing OPCs whose sole stockholder was already acting as Treasurer upon the Circular’s effectivity were granted a 30-day grace period to comply with the surety bond requirement.