The Securities and Exchange Commission (SEC) has issued a memorandum circular aimed at ensuring consistent enforcement for one-person corporations (OPCs) under the Revised Corporations Code.
While the SEC had imposed penalties for late filing under earlier circulars, Memorandum Circular (MC) No. 10, Series of 2026, standardizes and specifies penalties, deadlines and bond obligations for all registered OPCs.
The OPC must submit a Form for Appointment of Officers (FAO) within 20 days of receipt of the certificate of incorporation for initial roles such as Treasurer and Corporate Secretary.
“Failure to comply with the initial appointment and timely submission to the FAO will result in a lump sum fine of P10,000,” the MC said.
For subsequent officer appointments, the OPC must file the FAO within five days, with a graduated fine ranging from P5,000 for the first offense to P9,000 for the fifth offense.
OPCs are required to submit financial statements within 120 days of the end of the financial year, in line with existing circulars and memorandum orders.
Starting from fiscal years after December 31, 2025, audits are required only for OPCs with assets or liabilities of more than P3 million. Companies will also have to self-disclose transactions and include the auditor's comments.
The Commission noted that adequate disclosure in the notes to the audited financial statements (AFS) may waive those requirements, but all registered OPCs will still be required to file their latest due audited or unaudited financial statements for monitoring and calculation of fines/penalties.
OPCs where a single shareholder serves as treasurer must post surety, cash or property bonds equal to the authorized capital stock – ranging from P1 million for shares worth up to P1 million, up to the full capital matching above P5 million.
“For a property bond, it should be duly annotated on the respective certificate of title to ensure enforceability against the property. A certified copy of the title with the annotation will be submitted to the Commission,” the MC said.
“The OPC should secure its bond from a reputed insurance company, which should be duly registered and conforming to the prescribed format prescribed by the Insurance Commission,” it said.
The bond is payable within 30 days of appointment, renewed every two years with a P5,000 custodian fee, a base fine of P10,000 for non-compliance plus a monthly surcharge of P500 to P1,500 per violation.
The appointment of a non-shareholder treasurer eliminates the bond requirement and allows release through a notarized affidavit confirming no loss to creditors. The Commission will determine whether the filed FAO is substantially compliant before approving and processing the bond release request.
“In case of approval, the Commission will direct the issue of bonds and transmit the issued bonds to the OPC through the Financial Management Department (FMD) or the concerned processing EO. In case of rejection, the OPC will comply with the requirements ordered by the Commission.”
Existing OPCs without officer appointment applications have 30 days after the effectiveness of the circular to submit the required bond or pay the fine. Those who hold the bonds must confirm that they are valid. The OPC was previously monitored for delays, but those not penalized must pay P5,000 to reset their records, considering future violations a first offense. Surveillance applications pending under the old rules are cancelled, requiring a new filing under MC 10.
The circular amends earlier rules, such as SEC MC No. 6 of 2024 on financial penalties, and expands the 2019 OPC framework to promote uniform enforcement among the growing OPC structures. — Alexandria Grace C. Magno