The Securities and Exchange Commission (SEC) has issued a comprehensive compliance checklist for one-person corporations (OPCs) to ensure that they stay up to date with their reportorial requirements.

The commission on Feb. 16 issued SEC Memorandum Circular (MC) No. 10, series of 2026, providing guidelines on compliance requirements of OPCs.

The new guidelines consolidate rules governing compliance of OPCs with reportorial requirements and bond posting, while also providing the scale of fines and penalties for corresponding violations as provided under the Revised Corporation Code and other existing rules and regulations.

“These new guidelines outline the reportorial requirements and penalties imposed on OPCs. By clarifying expectations around their submissions, we are eliminating ambiguity and empowering business owners to operate with the confidence that they are in full compliance with the law,” SEC Chairperson Francis Lim said.

He added that, “This streamlined approach also allows the SEC to strengthen its monitoring powers over corporations, in line with its mandate of promoting transparency and accountability in the corporate sector.”

Under the guidelines, an OPC must appoint its treasurer, corporate secretary, and other officers and subsequently submit a form of appointment (FAO) for OPCs to the SEC within 20 days from approval of its certificate of incorporation. Failure to do so will result in a penalty of ₱10,000.

For subsequent appointment of an officer, the OPC must file an FAO within five days after appointment. Otherwise, the company will face fines per missed report worth ₱5,000 for first offense and up to ₱9,000 for fifth offense.

OPCs must submit their annual financial statements (AFS) by the deadline prescribed by the commission, or within 120 calendar days from the end of their respective fiscal year (FY). Submissions must conform with the Securities Regulation Code (SRC).

Under the guidelines, the SEC introduced lower and more proportionate penalty rates for OPCs, effectively amending MC 6, series of 2024, which imposed uniform penalties for late and non-filing of reportorial requirements for stock corporations and OPCs.

The revised framework recognizes the distinct nature of OPCs and ensures that penalties for late or non-filing of FS are fair, reasonable, and commensurate with their scale of operations.

Late filing of AFS, or submission within one year of prescribed deadline, will result in a penalty ranging from ₱5,000 to ₱9,500 for first offense and from ₱9,000 to ₱13,500 for fifth offense, depending on an OPC’s retained earnings.

Meanwhile, non-filing of AFS, or submission beyond one year from prescribed deadline, will be penalized with an amount ranging from ₱10,000 to ₱19,000 for first offense and from ₱18,000 to ₱27,000 for fifth offense, based on net profit.

OPCs with total assets or liabilities exceeding ₱3 million are required to submit audited AFS, effective for FYs ending on or after Dec. 31, 2025.

Those that do not meet the new audit threshold must submit their FS accompanied by a statement of management’s responsibility, signed under oath by the president and treasurer.

OPCs whose single stockholder also assumes the role of treasurer must post a surety bond or other acceptable bond forms, such as cash or property.

The bond shall be subject to renewal every two years, or as may be required based on the review of the OPC’s FS or its latest amended articles of incorporation (AOI), in cases involving approval of an increase in authorized capital stock.

Under the guidelines, bond coverage ranges from ₱1 million to ₱5 million, depending on the OPC’s authorized capital stock. OPCs with authorized capital stock exceeding ₱5 million must post a bond equal to the amount of their authorized capital stock.

An OPC’s self-appointed treasurer at the time of incorporation must post a bond within 30 days after issuance of certificate of incorporation, while a single stockholder appointing another person as treasurer but later appointing himself to the role must post a bond within 30 days from FAO submission.

Non-compliance with bond posting deadline shall result in basic fine of ₱10,000 plus additional ₱500 per month of delay for first violation.

Registered OPCs with no filings of appointment of officers and whose single shareholder also assumes the treasurer position are given 30 days from the guidelines’ effectivity to comply with the bond posting requirement. Failure to do so will result in appropriate fines and penalties.

On the other hand, OPCs that have posted required bonds with the commission must ensure that their compliance remains valid and up to date.

OPCs that have been monitored for failure to timely post required bonds or late filing of their appointment of officers but have not yet been penalized shall be assessed penalty of ₱5,000. Upon payment, the company shall not be considered to have committed first offense.

Meanwhile, OPCs with pending monitoring applications as of the new guidelines’ effectivity will not be processed under previous guidelines. They are required to file a new monitoring request and will be evaluated based on the new MC.