One Person Corporation (OPC) Compliance Guide: What SEC MC No. 10, Series of 2026 Requires and the Fines to Avoid
Running your business as a One Person Corporation? SEC Memorandum Circular No. 10, Series of 2026 sets the deadlines for reporting your officers, filing financial statements, and posting the treasurer's bond, with fixed fines for each miss. Here is a plain checklist.
If you run a One Person Corporation, mark four things: report your officers to the SEC within 20 days, file your financial statements within 120 days after year-end, post a bond within 30 days if you are your own Treasurer, and report any new officer within 5 days. These come from SEC Memorandum Circular No. 10, Series of 2026 (dated February 16, 2026; effective on publication February 19, 2026). Each miss has a fixed fine. Audited statements are needed only if total assets or liabilities exceed ₱3,000,000.
What SEC MC No. 10, s. 2026 does
One Person Corporations (OPCs) were introduced by the Revised Corporation Code in 2019, and their basic rules were set in SEC MC No. 7, s. 2019. MC No. 10, s. 2026 now gives OPCs one uniform set of reporting deadlines and fines: officer appointments, financial statements, related-party disclosures, and the bond required when the single stockholder is also the Treasurer. It applies to all SEC-registered OPCs. It does not apply to regular stock or non-stock corporations, partnerships, or sole proprietorships registered only with DTI.
Your OPC deadlines at a glance
| Requirement | Deadline | Fine if missed |
|---|---|---|
| Initial Form for Appointment for OPC (FAO): Treasurer, Corporate Secretary, other officers | Within 20 days from approval of the Certificate of Incorporation | One-time ₱10,000 |
| FAO for any later appointment of officers | Within 5 days from the appointment | ₱5,000 (1st) up to ₱9,000 (5th offense), per report |
| Financial statements (audited, or with Statement of Management's Responsibility) | Within 120 days from fiscal year-end, or per the SEC's annual filing schedule | Late: ₱5,000 to ₱13,500; non-filing: ₱10,000 to ₱27,000 per report, based on retained earnings and offense |
| Initial bond (single stockholder is Treasurer at incorporation) | Within 30 days after issuance of the Certificate of Incorporation | ₱10,000 basic fine |
| Initial bond (single stockholder later appoints self as Treasurer) | Within 30 days from the required FAO filing | ₱10,000 basic fine |
| Bond renewal | Every 2 years, or as required on review of the FS or amended Articles | ₱10,000; repeat violations add ₱500 or ₱1,500 per month of delay |
Play it safe on the officer report: SEC MC No. 9, s. 2026 (the GIS rules), citing SEC MC No. 7, s. 2019, still mentions 15 days from issuance of the Certificate of Incorporation for the OPC officer report. Until the SEC aligns the two, we recommend filing your FAO within 15 days.
Financial statements: audited or not?
For fiscal years ending on or after December 31, 2025, the SEC audit threshold is ₱3,000,000 (SEC MC No. 4, s. 2026, restated in Section 8 of MC No. 10). Under the old OPC rule, the line was ₱600,000.
- Total assets or total liabilities over ₱3,000,000: file audited financial statements (AFS).
- At or below ₱3,000,000: you may file financial statements with a Statement of Management's Responsibility signed under oath by the President and Treasurer.
- Attach the President's explanation of any auditor qualification or adverse remark, if applicable, and a disclosure of all self-dealing and related-party transactions between the OPC and its single stockholder (unless already substantially disclosed in the Notes).
The SEC threshold is separate from the BIR. Section 232 of the Tax Code still requires CPA-audited statements for the income tax return when gross annual sales, earnings, receipts, or output exceed ₱3,000,000.
Late and non-filing fines for OPC financial statements
Fines are per report and depend on retained earnings and how many times you have missed. First-offense amounts:
| Retained earnings | Late filing (1st offense) | Non-filing (1st offense) |
|---|---|---|
| Deficit / capital deficiency | ₱5,000 | ₱10,000 |
| ₱0 to ₱100,000 | ₱5,500 | ₱11,000 |
| ₱100,001 to ₱500,000 | ₱6,500 | ₱13,000 |
| ₱500,001 to ₱5,000,000 | ₱7,500 | ₱15,000 |
| ₱5,000,001 to ₱10,000,000 | ₱8,500 | ₱17,000 |
| Above ₱10,000,000 | ₱9,500 | ₱19,000 |
Each later offense adds ₱1,000 (late) or ₱2,000 (non-filing), up to the fifth offense. Filing more than one year late is fined as non-filing.
The treasurer's bond, explained
If the single stockholder is also the Treasurer, the OPC must post a surety bond (or a cash or property bond) with the SEC. Coverage follows authorized capital stock (ACS):
| Authorized capital stock | Bond coverage |
|---|---|
| Up to ₱1,000,000 | ₱1,000,000 |
| ₱1,000,001 to ₱2,000,000 | ₱2,000,000 |
| ₱2,000,001 to ₱3,000,000 | ₱3,000,000 |
| ₱3,000,001 to ₱4,000,000 | ₱4,000,000 |
| ₱4,000,001 to ₱5,000,000 | ₱5,000,000 |
| ₱5,000,001 and above | Equal to the ACS |
- The SEC charges a ₱5,000 custodian fee for every posting of bond.
- A surety bond must come from a reputable insurer registered with, and in the format prescribed by, the Insurance Commission, with the SEC named as obligee. Property bonds must be annotated on the title.
- Appoint a Treasurer other than the single stockholder (and file an amended FAO), and the bond is no longer required. An existing bond can be released through Annex B with a notarized affidavit.
Already an OPC? Transitory rules
- No officer filings yet and the stockholder is the Treasurer: the Circular gave 30 days from its effectivity to post the bond. If you have not, fines may be imposed, so regularize now.
- Previously monitored but not yet penalized for a late bond or late officer filing: a ₱5,000 penalty applies, and paying it does not count as a first offense.
- Pending monitoring applications under the old guidelines are no longer processed. File a new monitoring request under MC No. 10.
- OPCs incorporated before December 18, 2023 that did not comply with SEC MC No. 28, s. 2020 (official email address and cellphone number for SEC transactions) face a one-time penalty under that Circular.
- By-laws are not required for OPCs.
OPC compliance checklist
- Check your Certificate of Incorporation date and confirm an FAO was filed on time (we recommend within 15 days to be safe; MC No. 10 allows 20).
- Confirm who your Treasurer is. If it is you, check that your bond is posted and still within its 2-year period.
- Calendar the 120-day FS deadline (or the SEC's annual filing schedule) for your fiscal year-end.
- Test the ₱3,000,000 line on total assets and total liabilities to know if you need audited statements for the SEC, and check the BIR threshold separately.
- Prepare the related-party disclosure of all transactions between the OPC and its single stockholder.
- Report any new officer within 5 days through an updated FAO.
- Keep proof of every SEC submission and certification, including the Certification on the Posting of Bond.
How BGB can help
BGB can check your OPC's SEC filing status, prepare your FAO and financial statements, coordinate the audit when needed, and help you regularize missed filings before fines pile up. Call (02) 8631-8618 or connect with BGB.
Frequently asked questions
What is SEC Memorandum Circular No. 10, Series of 2026?
It is the SEC's “Guidelines on the Compliances of One Person Corporations (OPCs)”, dated February 16, 2026 and published on February 19, 2026. It sets uniform deadlines and fines for OPC officer appointments, financial statement filing, and the treasurer's bond, and it took effect upon publication.
How many days do we have to report our OPC officers to the SEC?
Twenty (20) days from approval of the Certificate of Incorporation for the initial Treasurer, Corporate Secretary, and other officers, using the Form for Appointment for OPC (FAO). Because SEC MC No. 9, s. 2026 still cites a 15-day period from MC No. 7, s. 2019, we recommend filing within 15 days to be safe. Any later appointment must be reported within five (5) days. Missing the initial filing carries a one-time ₱10,000 fine; late reports of later appointments are fined ₱5,000 to ₱9,000 per report depending on the offense.
Does our OPC need audited financial statements?
For fiscal years ending on or after December 31, 2025, only OPCs with total assets or total liabilities of more than ₱3,000,000 must file audited financial statements (under SEC MC No. 4, s. 2026, as restated in MC No. 10). At or below ₱3,000,000, the OPC may file financial statements with a Statement of Management's Responsibility signed under oath by the President and Treasurer. Either way, filing is within 120 days from fiscal year-end or per the SEC's annual filing schedule. Separately, BIR rules on audited statements for the income tax return may still apply.
Who needs to post a bond?
An OPC whose single stockholder is also its Treasurer must post a surety, cash, or property bond based on authorized capital stock (minimum coverage ₱1,000,000), within 30 days from issuance of the Certificate of Incorporation (or within 30 days from the required FAO filing if the stockholder later appoints themself Treasurer). It is renewed every two years, and the SEC charges a ₱5,000 custodian fee per posting. Late posting starts at a ₱10,000 basic fine.
Can we avoid the bond?
Yes. The bond is no longer required once the OPC files an amended FAO appointing a Treasurer other than the single stockholder. If a bond was already posted, the OPC may apply for its release using Annex B of the Circular, with a notarized affidavit that no creditors or third parties will be adversely affected.
Do OPCs need by-laws?
No. Section 7 of MC No. 10, citing Section 119 of the Revised Corporation Code, confirms that OPCs are not required to submit by-laws.
Official sources & references
- SEC Memorandum Circular No. 10, Series of 2026, “Guidelines on the Compliances of One Person Corporations (OPCs)” (dated February 16, 2026; published in the Philippine Star and Manila Standard on February 19, 2026; effective upon publication): Securities and Exchange Commission (Memorandum Circulars, 2026)
- SEC Memorandum Circular No. 7, Series of 2019 (OPC guidelines) and SEC MC No. 4, Series of 2026 (audit threshold), as cited in MC No. 10
- Revised Corporation Code (Republic Act No. 11232), Sections 115, 119 and 129
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