SEC MC No. 10 Series of 2026 Guidelines on the Compliances of One Person Corporations

SEC MEMORANDUM CIRCULAR NO. 10
Series of 2026

TO : ALL CONCERNED ONE PERSON CORPORATIONS (OPC)

SUBJECT : GUIDELINES ON THE COMPLIANCES OF ONE PERSON CORPORATIONS (OPCs)

DATE : 16 FEBRUARY 2026

WHEREAS, in accordance with the power and function of the Securities and Exchange Commission to formulate and enforce standards and policies to carry out the provisions under Section 179(o) and (p) of Republic Act No. 11232, the Act providing for the Revised Corporation Code of the Philippines (RCC), the guidelines, rules and regulations in the establishment of a One Person Corporation (OPC) were adopted through the issuance of SEC Memorandum Circular No. (SEC MC No.) 7, Series of 2019.

WHEREAS, pursuant to Sections 115 and 129 of the RCC, considering that OPC is a new feature of the RCC, there is a need to establish monitoring guidelines of OPCs to ensure uniformity in assessment of fines and penalties.

NOW, THEREFORE, the Commission hereby promulgates the guidelines on reportorial requirements and scale of penalties imposed on OPCs under the conditions herein provided:

SECTION 1. INITIAL APPOINTMENT OF OFFICERS

The OPC must appoint its Treasurer, Corporate Secretary, and other Officers, and thereafter submit a Form for Appointment for OPC¹ (FAO) to the Commission within twenty (20) days from the approval of its Certificate of Incorporation

Failure to comply with the initial appointment and timely submission of the FAO shall result in a one-time penalty of Ten Thousand Pesos (₱10,000.00).

SECTION 2. SUBSEQUENT APPOINTMENT OF OFFICERS

In any instance that the single stockholder appoints an officer, the OPC must notify the Commission by filing the FAO within five (5) days from any succeeding appointment of its officers.

Non-compliance in filing the Form for Appointment for OPC shall observe the scale of penalties as follows:

	IMPOSABLE FINES – PER REPORT
First Offense	Second Offense	Third Offense	Fourth Offense	Fifth Offense
₱5,000	₱6,000	₱7,000	₱8,000	₱9,000

SECTION 3. SUBMISSION OF FINANCIAL STATEMENT (FS)

A. GENERAL GUIDELINES ON THE SUBMISSION OF FS BY THE OPC. The submission of Financial Statement (FS) by the OPC shall be in accordance with existing and pertinent circulars and memorandum orders issued or as may be issued by the Commission.

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¹ Annex A
Published:
Philippine Star, 19 February 2026
Manila Standard, 19 February 2026
Filed with UP Law Center: 16 February 2026

The AFS must be filed within 120 days from the end of the fiscal year indicated in its Articles of Incorporation/ Financial Statement (FS), and/or subject to the period to be prescribed by the Commission in an annual schedule of filing of AFS. Accordingly, the AFS must conform with the existing rules and regulations, or its amendments, set forth by the Securities Regulation Code (SRC) Rule of the Commission.

Any irregularities, misstatements or misrepresentations of the AFS shall be subject to the applicable fines and penalties stated under SEC MC No. 08, series of 2009, as "Scale of Fines for Non- compliance with the Financial Reporting Requirements of the Commission" or any issuance of the Commission thereafter, as the case may be.

B. EXPLANATIONS AS ATTACHMENT TO THE FS. As the case may be, the OPC's report on all explanations or comments by the president on the qualification, reservation or adverse remarks made by the auditor in the FS, as required pursuant to Section 13 or SEC MC No. 7, Series of 2019, shall be filed annually as attachment to its FS.

C. SELF-DEALING AND RELATED PARTY TRANSACTION OF THE OPC. In cases of self-dealings and related party transactions, the OPC shall file a disclosure of all its self-dealings and related party transactions entered into by the OPC and the single stockholder. The disclosure must be attached in the AFS/UFS. However, if there has already been substantial disclosure made in the Notes to AFS then said disclosure requirement may already be dispensed.

For purposes of monitoring, all registered OPCs must file its latest due AFS/UFS, in so far as applicable, as basis for the computation of fines/penalties.

SECTION 4. SCALE OF FINES AND PENALTIES FOR LATE AND/OR NON-FILING OF FS

For purposes of clarity, the following terms on the timeliness of submission of reports are accordingly defined as follows:

a. Filed/Submission on Time means the punctual submission/submitting of the reportorial requirements, as prescribed by the Commission:

Reportorial Requirements	Period to File / Register
Annual Financial Statement	Within one hundred twenty (120) calendar days from fiscal year-end or as prescribed by the Commission.

b. Late Filing/Submission means the submission/submitting of the reportorial requirements which may either be:

i. Filing after the due date but still within a year of the prescribed deadline for filing and the computation of the monthly penalty shall not exceed twelve (12) months; or
ii. Filing beyond one (1) year from the prescribed period, in which case the penalty shall be the basic fine for "Non-Filing" and the computation of the monthly penalty shall not exceed twelve (12) months;

c. Non-Filing means non-submission of the reportorial requirements and the computation of the monthly penalty shall not exceed twelve (12) months;

By way of amendment to SEC Memorandum Circular No. 6, series of 2024², the following scale of penalties shall apply to the late and/or non-filing of FS by OPCs.

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² SEC MC No. 06, series of 2024 - Updated Fines and Penalties on the Late and Non-Submission of Audited Financial Statements (AFS), General Information Sheet; Date: 27 March 2024

I. Late Filing of Financial Statement for One Person Corporation

BRACKET	IMPOSABLE FINES – PER REPORT
Based on Retained Earnings	First Offense	Second Offense	Third Offense	Fourth Offense	Fifth Offense
Capital Deficiency or Negative Retained Earnings (Deficit)	₱5,000	₱6,000	₱7,000	₱8,000	₱9,000
₱0 to ₱100,000	₱5,500	₱6,500	₱7,500	₱8,500	₱9,500
₱100,001 to ₱500,000	₱6,500	₱7,500	₱8,500	₱9,500	₱10,500
₱500,001 to ₱5,000,000	₱7,500	₱8,500	₱9,500	₱10,500	₱11,500
₱5,000,001 to ₱10,000,000	₱8,500	₱9,500	₱10,500	₱11,500	₱12,500
Above ₱10,000,000	₱9,500	₱10,500	₱11,500	₱12,500	₱13,500

II. Non-Filing of Financial Statement for One Person Corporation

BRACKET	IMPOSABLE FINES – PER REPORT
Based on Retained Earnings	First Offense	Second Offense	Third Offense	Fourth Offense	Fifth Offense
Capital Deficiency or Negative Retained Earnings (Deficit)	₱10,000	₱12,000	₱14,000	₱16,000	₱18,000
₱0 to ₱100,000	₱11,000	₱13,000	₱15,000	₱17,000	₱19,000
₱100,001 to ₱500,000	₱13,000	₱15,000	₱17,000	₱19,000	₱21,000
₱500,001 to ₱5,000,000	₱15,000	₱17,000	₱19,000	₱21,000	₱23,000
₱5,000,001 to ₱10,000,000	₱17,000	₱19,000	₱21,000	₱23,000	₱25,000
Above ₱10,000,000	₱19,000	₱21,000	₱23,000	₱25,000	₱27,000

SECTION 5. POSTING OF BOND

A. COVERAGE. OPCs whose single stockholder assumes the position of the treasurer shall post a surety bond, or other acceptable form of bond such as cash bond or property bond, in accordance with Section 10 of SEC MC No. 7, Series of 2019, subject to renewal every two (2) years or as may be required upon review of the Financial Statement (FS) or based on the latest Commission approved Amended Articles of Incorporation (AAI) in instances of approval of an increase of authorized capital stock, as the case may be.

For property bonds, the same must be duly annotated on the corresponding certificate of title to ensure enforceability against the property. A certified copy of the title with annotation shall be submitted to the Commission.

B. BOND COVERAGE AND CERTIFICATION. The surety bond and other acceptable form of bond shall be computed based on the authorized capital stock of the OPC:

Table A: Bond Coverage

Authorized Capital Stock (ACS)	Bond Coverage
₱0 to ₱1,000,000.00	₱1,000,000.00
₱1,000,001.00 to ₱2,000,000.00	₱2,000,000.00
₱2,000,001.00 to ₱3,000,000.00	₱3,000,000.00
₱3,000,001.00 to ₱4,000,000.00	₱4,000,000.00
₱4,000,001.00 to ₱5,000,000.00	₱5,000,000.00
₱5,000,001.00 and above	Shall be equal to the OPC's amount of ACS

A custodian fee in the amount of Five Thousand Pesos (₱5,000.00) shall be charged for every posting of bond.

The OPC must secure its bond from a reputable insurance company, which must be duly registered and with conforms with the prescribed format set forth by the Insurance Commission. The obligee must be named before the Securities and Exchange Commission and its amount must be compliant to the table of the ACS figures listed above. The original proof of compliance shall be submitted to the CRMD Receiving Unit/ processing Extension Office (EOs). The processing EOs will be responsible for the safekeeping of the submission of the OPC while those processed by the CRMD shall be forwarded to Financial Management Department (FMD) for safekeeping.

Upon evaluation that the bond is compliant, a Certification on the Posting of Bond shall be issued to the OPC by the CRMD - Compliance Monitoring Division (CMD)/EOs.

C. TIMELINESS OF POSTING OF BOND. The following are the deadlines for posting of bond in case the single stockholder is the self-appointed treasurer at the time of incorporation:

Table B: Schedule of Posting of Bond

	INITIAL POSTING	BIENNIAL POSTING*
Self-Appointed Treasurer at the Time of Incorporation	within 30 days after the issuance of the Certificate of Incorporation	subject to renewal every 2 years, or as may be required, upon submission of the FS/ Annual Financial Statement (AFS) or latest approved AAI, as the case may be.
Single Stockholder Appointed Another Person as Treasurer but Later on Appoints Self as the Treasurer	within 30 days from the required submission of FAO.

*The biennial posting of bond is a continuing requirement should the single stockholder of the OPC remains to be its treasurer.

Non-compliance with the deadlines on posting of bond shall result to the following penalty:

Table C: Scale of Fines and Penalties

	Initial Posting	Biennial Posting
1st Violation	Basic Fine of ₱10,000.00	Basic Fine of ₱10,000.00
2nd Violation	-	Basic Fine of ₱10,000.00; Surcharge of ₱500.00 per month* of delay
3rd Violation and Succeeding Violation	-	Basic Fine of ₱10,000.00; Surcharge of ₱1,500.00 per month* of delay

*A fraction of a month shall be considered a month.

D. APPOINTMENT OF NEW TREASURER; EFFECT ON BOND REQUIREMENT. The posting of bond will no longer be required when the OPC files an amendment of its FAO reflecting therein the appointment of a new treasurer, other than that of the single stockholder.

In the event that the OPC filed a bond, the OPC may file a written request for the release of its bond (Annex B) through the CRMD-CMD/EO. The outgoing single stockholder must submit a notarized affidavit stating that no creditors or third parties will be adversely affected prior to the withdrawal or release of the bond.

The Commission shall determine if the filed FAO is substantially compliant for the approval of the release of the Bond. Accordingly, the Commission shall process the request for the release of bond. In case of approval, the Commission shall direct the release of bond and transmit the released bond to the OPC through the Financial Management Department (FMD) or through the respective processing EOs. In case of disapproval, the OPC shall comply with the requirements as may be ordered by the Commission.

E. CLAIMS AGAINST BOND.

1. Any third party aggrieved may submit a written request to the CRMD-CMD/EO where the bond is in custody.
2. The CRMD-CMD/EO shall order the concerned OPC to comment on the claim and to undertake replenishment should the claim against the bond be granted.
3. The CRMD-CMD/EO shall forward to the company a Notice of Claim Against a Bond, upon which the shall commence an investigation into the allegations to determine the nature and validity of the claim.
4. If the company deems the claim to be valid, or determines that there is no basis for the claim, the OPC shall furnish the CRMD-CMD/EO with a copy of the findings.

If a valid claim is made against the bond, the OPC shall submit proof of replenishment of the bond amount as a condition for the single stockholder to continue serving as treasurer; otherwise, it shall comply with the requirements and procedure provided under Section 5(D) of this Memorandum Circular.

SECTION 6. COMPLIANCE WITH SEC MEMORANDUM CIRCULAR NO. 28, SERIES OF 2020

OPCs incorporated before 18 December 2023³ who failed to comply with the provisions of SEC Memorandum Circular No. 28, series of 2020 shall be subjected to a one-time penalty as provided for under the said Memorandum Circular and any amendments thereof.

SECTION 7. BY-LAWS

As provided for under Section 119 of the RCC, submission of by-laws is not required for OPCs.

SECTION 8. TRANSITORY PROVISION

I. Existing OPCs with no Filings of Appointment of Officers

All existing registered OPCs with no filings of Appointment of Officers and whose single shareholder who also assumes the position of the treasurer shall be given 30 days from the date of effectivity of this Memorandum Circular to comply with the necessary posting of the bonds, as the case may be. Otherwise, the necessary fines and penalties may be imposed. Additionally, those applicable OPCs who posted the necessary bonds with the Commission are directed to ensure their compliance are still valid and up to date.

II. OPCs Monitored but with No Penalty Imposed

OPCs that have been previously monitored for failure to timely post the required bond or for the late filing of their Appointment of Officers, but for which no penalties have yet been imposed, shall be assessed a penalty of Five Thousand Pesos (₱5,000.00).

Upon payment of the penalty, the OPC shall not be considered as having committed a first offense. Thus, any subsequent violation shall be treated and penalized as a first offense under the applicable rules.

III. OPCs with Pending Monitoring Applications

OPCs with pending monitoring applications as of the date of effectivity of this Memorandum Circular shall no longer be processed under the previous guidelines. Should such OPCs wish to continue, they must file a new monitoring request and shall be evaluated under the provisions of this Memorandum Circular.

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³ Integration of SEC MC No. 28 s. 2020 and SEC MC No. 1 s. 2021 Compliance of Newly Registered Corporations with the eSPARC Regular and OneSEC Portals and the Automatic Enrollment to the eFast Portal pursuant to SEC MC No. 23, series of 2023.

IV. Adjustment of the Audit Threshold

Pursuant to Sec. 13 of SEC MC No. 7 Series of 2019, an Audited Financial Statement (AFS) must be prepared for OPCs with total assets/ total liabilities of ₱600,000.00 or more. On the other hand, for OPCs with total assets/ total liabilities of less than ₱600,000.00, an unaudited financial statement (UFS) may be prepared and certified under oath by the President and the Treasurer. The UFS must also be filed within 120 days from the end of the fiscal year indicated in its Articles of Incorporation, subject to the period to be prescribed by the Commission in an annual schedule of filing of AFS.

Effective for fiscal years ending on or after 31 December 2025, the audit threshold has been adjusted to Three Million Pesos (₱3,000,000.00) pursuant to SEC MC No. 04, Series of 2026. Only OPCs with total assets or liabilities exceeding ₱3,000,000.00 are now required to submit an AFS. OPCs at or below this new threshold may submit financial statements accompanied by a Statement of Management’s Responsibility (SMR) signed under oath by the President and Treasurer.

SECTION 9. EFFECTIVITY

This Circular shall take effect immediately upon completion of its publication in a newspaper of general circulation.

Done this 16 February 2026 in Makati City, Philippines.

For the Commission:

(Signature)
FRANCISCO ED. LIM
Chairperson