SEC streamlines rules for one-person firms
The Securities and Exchange Commission (SEC) has released new guidelines aimed at improving compliance among one -person corporations (OPCs), consolidating their reporting requirements and setting proportionate penalties for violations.
In SEC Memorandum Circular No. 10, Series of 2026, issued on Feb. 16, the regulator introduced a comprehensive compliance checklist for OPCs. It clarified rules on financial reporting, appointment of officers and bond posting.
The circular also outlines fines and penalties under Republic Act No. 11232, or the Revised Corporation Code and other existing regulations.
SEC Chair Francis Lim said the move aims to eliminate ambiguity in submissions and strengthen oversight over corporations. This is in line with the Commission’s mandate to promote transparency and accountability.
“By clarifying expectations around their [OPCs] submissions, we are eliminating ambiguity and empowering business owners to operate with the confidence that they are in full compliance with the law,” Lim said.
Under the guidelines, an OPC must appoint its treasurer, corporate secretary and other officers and submit a form of appointment within 20 days from the approval of its certificate of incorporation.
Failure to comply carries a P10,000 penalty. Subsequent appointments must be reported within five days, with fines ranging from P5,000 for the first offense to as much as P9,000 for the fifth violation.
OPCs are also required to submit their annual financial statements within 120 calendar days from the end of their fiscal year.
Late filing within the year may result in penalties ranging from P5,000 to P9,500 for the first offense and up to P13,500 for the fifth offense, depending on retained earnings.
Nonfiling beyond one year may lead to fines of P10,000 to P19,000 for the first violation and up to P27,000 for the fifth, based on net profit.
Entities with total assets or liabilities exceeding P3 million must submit audited financial statements beginning fiscal years ending Dec. 31, 2025.
Smaller OPCs must file financial statements accompanied by a Statement of Management’s Responsibility signed under oath by the president and treasurer.
The circular also requires OPCs whose single stockholder acts as treasurer to post a surety bond or other acceptable bond forms.
