SEC Issues New 2026 Guidelines on One Person Corporation (OPC) Compliance

What Every OPC Must Know to Avoid Penalties

The Securities and Exchange Commission (SEC) has released SEC Memorandum Circular No. 10, Series of 2026, titled “Guidelines on the Compliances of One Person Corporations (OPCs)”, dated 16 February 2026.

This new issuance strengthens monitoring and enforcement mechanisms for OPCs, particularly in relation to officer appointments, financial reporting, and surety bond requirements.

If you own or manage a One Person Corporation, here is what you need to know.

1. Mandatory Filing of Appointment of Officers (FAO)

All OPCs are required to file a Form for Appointment of Officers (FAO) with the SEC:

• Within 20 days from approval of the Articles of Incorporation

• Within 5 days from appointment of new officers (if appointed after incorporation)

Penalties for Non-Compliance

Failure to submit the FAO may result in:

• ₱10,000 one-time penalty

Late submission carries escalating fines:

Offense	Penalty
1st Offense	₱5,000
2nd Offense	₱6,000
3rd Offense	₱7,000
4th Offense	₱8,000
5th Offense	₱9,000

The SEC is clearly emphasizing timely reporting of officer appointments.

2. Annual Financial Statement (AFS) Filing Requirements

OPCs must file their Annual Financial Statements (AFS):

• Within 120 days from the end of the fiscal year

• Or within the deadline prescribed by the SEC

New Penalty Structure for Late Filing

Penalties now vary depending on:

• Authorized capital structure

• Retained earnings

• Number of offenses

For example:

• OPCs with lower retained earnings may face penalties starting at ₱5,000

• Higher capital or retained earnings may result in penalties of up to ₱25,000 per offense

Non-filing penalties may be computed monthly, for up to a maximum of 12 months.

This structured penalty framework increases financial exposure for non-compliant corporations.

3. Surety Bond Requirement for OPC Treasurer

If the single stockholder serves as Treasurer, the OPC must:

• Post a surety bond

• Secure bond coverage based on its Authorized Capital Stock (ACS)

Required Bond Coverage

Authorized Capital Stock	Required Bond Coverage
Up to ₱1,000,000	₱1,000,000
₱1M – ₱2M	₱2,000,000
₱2M – ₱3M	₱3,000,000
₱3M – ₱4M	₱4,000,000
₱4M – ₱5M	₱5,000,000
₱5M and above	Equal to OPC’s ACS

Penalties for Failure to Post Bond

• ₱10,000 base fine

• ₱500 per month surcharge (initial violations)

• ₱1,000 per month surcharge (subsequent violations)

This provision ensures accountability where control and financial custody rest with a single individual.

4. When Is an Audit Required?

The Circular clarifies audit thresholds:

• OPCs with total assets or liabilities of ₱3,000,000 or below may submit a Sworn Statement of Management Responsibility (SMR) instead of audited AFS.

• OPCs exceeding ₱3,000,000 must submit Audited Financial Statements (AFS).

General Audit Rule

The Circular also reiterates that:

• Corporations with ₱600,000 total assets or liabilities generally trigger audited FS requirements.

• However, the specific ₱3,000,000 SMR exemption applies to qualifying OPCs.

This provides regulatory relief for smaller OPCs while maintaining transparency for larger entities.

5. No Requirement to Submit By-Laws

Consistent with Section 119 of the Revised Corporation Code, OPCs are not required to submit by-laws.

This remains one structural advantage of the OPC model compared to traditional corporations.

Why This Circular Matters

The SEC is clearly strengthening compliance oversight for OPCs.

Some business owners assume that a single-stockholder structure results in lighter regulation. However, SEC Memorandum Circular No. 10 confirms that:

• OPCs remain subject to strict reporting obligations

• Compliance deadlines are actively monitored

• Penalties are structured and financially significant

Failure to comply can quickly become costly.

How Aureada CPA Law Firm Assists OPCs

At Aureada CPA Law Firm, we provide integrated legal and accounting support to ensure full corporate compliance.

Our services include:

✔ SEC compliance monitoring

✔ FAO preparation and filing

✔ Annual Financial Statement preparation

✔ Audit coordination

✔ Surety bond compliance and renewal

✔ Processing of surety bond release

✔ Corporate restructuring and advisory

We help protect your business from avoidable penalties while ensuring regulatory compliance.

Need Assistance With Your OPC Compliance?

Avoid penalties. Ensure compliance. Protect your business.

Contact Aureada CPA Law Firm today for a compliance review and consultation.

📩 Email: info@aureadalaw.com

📞 Schedule a consultation

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