One Person Corporation (OPC) Compliance in 2026: What SEC MC No. 10 Requires
Updated: 2 hours ago
Short answer: Yes, the SEC issued new OPC rules in 2026: Memorandum Circular No. 10, Series of 2026, dated February 16, 2026 and effective February 19, 2026. It consolidates the rules on officer reports, financial statements and the treasurer's bond, with fines set just for OPCs. An OPC now needs audited financial statements only if its total assets or total liabilities exceed ₱3 million, and it does not file a General Information Sheet (GIS). Monthly late-filing penalties are suspended until December 31, 2026, but basic fines still apply.
What SEC MC No. 10, s. 2026 changed
The circular, Guidelines on the Compliances of One Person Corporations (OPCs), builds on the original OPC guidelines (SEC Memorandum Circular No. 7, s. 2019). It covers:
deadlines and fines for the Form for Appointment of Officers (FAO);
a lower scale of fines for late or non-filing of financial statements;
bond rules that accept cash or property bonds, not only surety bonds; and
the new ₱3 million audit threshold, as applied to OPCs.
OPC basics under the Revised Corporation Code
Who may form one: only a natural person, a trust or an estate (Section 116, Revised Corporation Code). Foreign individuals may form one, subject to foreign ownership and capital rules (SEC Memorandum Circular No. 7, s. 2019).
Who may not: banks and quasi-banks, pre-need, trust and insurance companies, public and publicly listed companies, and non-chartered government-owned or -controlled corporations. A professional also cannot use an OPC to practice that profession, unless a special law allows it (Section 116).
Capital: no minimum, unless a special law requires one (Section 117).
Name and by-laws: "OPC" goes below or at the end of the name, and no by-laws are needed (Sections 119 and 120).
Control: the single stockholder is the sole director and president (Section 121).
No meetings: a signed, dated written resolution recorded in the minutes book replaces a meeting (Sections 127 and 128).
Officers
Within 15 days from the certificate of incorporation, appoint a treasurer, a corporate secretary and other needed officers. The stockholder may be treasurer but not corporate secretary (Section 122).
Report them to the SEC within five days (Section 122). Under MC No. 10, a first FAO filed more than 20 days after approval of the certificate of incorporation draws a one-time ₱10,000 fine.
Report later changes within five days. Late reports cost ₱5,000 to ₱9,000 each, rising with repeat offenses (SEC Memorandum Circular No. 10, s. 2026).
The SEC's 2026 filing circular puts the first report at 15 days from incorporation (SEC Memorandum Circular No. 9, s. 2026), so file within 15 days to be safe. The form also lists your nominees, so keep it current.
The treasurer's bond
A stockholder who is also the treasurer must post a bond and promise in writing to handle the funds faithfully (Section 122). Under MC No. 10:
Amount: based on authorized capital stock (ACS), the total shares the articles allow. It is ₱1 million for ACS up to ₱1 million, rising in ₱1 million steps to ₱5 million for ACS up to ₱5 million, then equal to the ACS (also SEC Memorandum Circular No. 7, s. 2019).
Form: surety, cash or property.
Deadline: 30 days from the certificate of incorporation, or from the FAO if you become treasurer later.
Renewal: every two years. Late posting or renewal draws surcharges.
When it ends: the bond is no longer needed once a treasurer who is not the stockholder is appointed and reported to the SEC.
Financial statements
Each year an OPC files its financial statements, the president's explanation of any qualification in the audit report, and a disclosure of all self-dealings and related party transactions with the stockholder (Section 129, Revised Corporation Code).
Deadline: 120 calendar days after the fiscal year ends, or the date the SEC sets. For December 31, 2025 year-ends, the SEC first set May 29, 2026 (SEC Memorandum Circular No. 9, s. 2026), then moved it to June 15, 2026 (SEC Notice of April 14, 2026). File through eFAST.
Audit: for fiscal years ending on or after December 31, 2025, a CPA audit is needed only if total assets or total liabilities exceed ₱3,000,000. Otherwise, file unaudited statements with a Statement of Management's Responsibility (SMR) sworn by the president and treasurer (SEC Memorandum Circular No. 10, s. 2026; SEC Memorandum Circular No. 4, s. 2026). Companies the SEC treats as vested with public interest are excluded, and the BIR applies its own audit test.
Fines: ₱5,000 to ₱27,000 per report for late filing or non-filing, depending on the OPC's retained earnings and repeat offenses (SEC Memorandum Circular No. 10, s. 2026).
Relief: from May 14 to December 31, 2026, the SEC is not charging monthly penalties for late or unfiled financial statements and GIS, including for OPCs. Basic fines still apply (SEC Memorandum Circular No. 16, s. 2026).
Failing to file required reports three times within five years can lead to delinquent status (Section 177, Revised Corporation Code). If your OPC is already suspended or revoked, see How to revive a suspended or revoked corporation.
GIS and beneficial ownership
OPCs do not file a GIS. They file the officers form instead (SEC Memorandum Circular No. 9, s. 2026).
A beneficial owner is the natural person who ultimately owns or controls a company. Under the SEC's FAQs of January 29, 2026, an OPC files a declaration in HARBOR, the SEC's beneficial ownership registry, only if someone other than the registered stockholder actually owns or controls it. Report changes within seven calendar days (SEC Memorandum Circular No. 15, s. 2025). See our GIS 2026 and HARBOR beneficial ownership guide.
Nominees
The nominee and alternate nominee take over as director if the stockholder dies or becomes incapacitated. They are named in the articles, with their written consent (Sections 118 and 124).
Term: until the stockholder recovers or, after death or permanent incapacity, until the heirs are determined and agree on who will replace the stockholder as director (Section 125).
Changes: any time, by giving the SEC the new names and consents, without amending the articles (Section 126).
Notices: the corporate secretary must notify the nominee within five days of the death or incapacity, and the SEC within five days of a death (Section 123).
Shares: after a death, the nominee transfers the shares to the heirs within seven days of receiving the heirship document. The heirs then have 60 days to tell the SEC whether they will dissolve the OPC or convert it (Section 132).
Liability and conversion
The stockholder must show that the OPC was adequately funded. One who cannot prove that the OPC's property is separate from personal property is jointly and severally liable for its debts (Section 130). Keep separate bank accounts and records.
Ordinary corporation to OPC: possible once one person owns all the shares, and the OPC stays liable for the old debts (Section 131).
OPC to ordinary corporation: notify the SEC within 60 days of the triggering event, such as a second stockholder coming in, and meet the rules for stock corporations (Section 132).
Frequently asked questions
Did the SEC issue new OPC guidelines in 2026?
Yes. SEC Memorandum Circular No. 10, s. 2026 took effect on February 19, 2026.
Does my OPC need audited financial statements?
Only if total assets or total liabilities exceed ₱3 million.
Does an OPC file a GIS?
No. It files the SEC officers form, and a HARBOR declaration only when someone else actually owns or controls it.
Can I be both president and treasurer?
Yes, if you post the treasurer's bond. You cannot be your own corporate secretary.
Sources
Republic Act No. 11232 (Revised Corporation Code), Sections 115 to 132
SEC Memorandum Circular No. 10, Series of 2026 (February 16, 2026)
SEC Memorandum Circular No. 7, Series of 2019
SEC Memorandum Circular No. 4, Series of 2026 (audit thresholds)
SEC Memorandum Circular No. 9, Series of 2026 (February 11, 2026)
SEC Memorandum Circular No. 16, Series of 2026 (May 13, 2026)
SEC Memorandum Circular No. 15, Series of 2025, and SEC FAQs on the Beneficial Ownership Disclosure Rules of 2026 (January 29, 2026)
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This article is general information as of its publication date, not legal advice, and does not create a lawyer-client relationship. For advice on your situation, consult a lawyer.
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