SEC Issues New Rules for One Person Corporations:
What OPC Owners Need to Know
By:
Jean Francois “Punch” Rivera III and
Camille Alexandra P. Prollamante
The Revised Corporation Code of the Philippines changed the way many Filipinos do business.
Before, forming a corporation generally required at least five incorporators. Today, a single person may now form a corporation through what is called a One Person Corporation or OPC.
The concept became popular quickly, especially among professionals, consultants, freelancers, small business owners, and family businesses looking for the advantages of limited liability without the complications of multiple shareholders.
But with that convenience came confusion.
Many OPC owners eventually began asking practical questions:
What exactly needs to be filed with the Securities and Exchange Commission?
Are by-laws still required?
What happens if officers are not reported?
Does an OPC need audited financial statements?
To address these concerns, the Securities and Exchange Commission issued SEC Memorandum Circular No. 10, Series of 2026 on 16 February 2026.
The Circular clarifies the reportorial obligations, compliance requirements, and penalties applicable to OPCs under the Revised Corporation Code.
For existing and future OPC owners, these rules matter.
Appointment of Officers Is Mandatory
Even if an OPC has only one shareholder, it still needs officers.
Under the rules, an OPC must appoint:
* a Treasurer,
* a Corporate Secretary,
* and other officers necessary for its operations.
The corporation must also file the prescribed Form for Appointment of Officers within twenty days from the issuance of the Certificate of Incorporation.
This is not a minor technicality.
Failure to file the required form within the prescribed period may result in a one-time penalty of PHP 10,000. Thereafter, any change, replacement, or new appointment of officers must likewise be reported to the SEC within five days from the change.
A common misconception among small business owners is that because the corporation is “one person,” formalities no longer matter.
The SEC is making it clear that they still do.
OPCs Must Still File Financial Statements
Some entrepreneurs assume that smaller corporations are exempt from reportorial obligations.
They are not.
OPCs are still required to file Financial Statements within 120 days from the end of their fiscal year, unless the SEC prescribes another deadline.
Late filing may result in penalties depending on factors such as:
* retained earnings,
* capital deficiency,
* and prior violations.
Non-filing carries even heavier consequences.
This is one of the most common compliance problems among smaller corporations. Businesses focus heavily on operations and taxes, but forget that SEC compliance is a separate obligation altogether.
Self-Appointed Treasurers Must Post a Bond
One of the more unique features of an OPC is that the sole shareholder may appoint himself or herself as Treasurer.
The law allows this, but not without safeguards.
Where the sole shareholder acts as Treasurer, the corporation must post a surety bond, cash bond, or property bond. The required amount depends on the authorized capital stock of the OPC.
The bond must generally be posted within thirty days from incorporation and renewed every two years, unless otherwise required by the SEC.
Failure to comply may result in a basic fine of PHP 10,000, exclusive of surcharges and other penalties.
This requirement often catches OPC owners by surprise because many assume that acting as one’s own Treasurer is automatic and unrestricted.
It is not.
No By-Laws Required
One important clarification under the Circular is actually good news for many small business owners.
OPCs are still not required to adopt or submit by-laws.
That exemption remains under the Revised Corporation Code.
This reflects the practical reality that a single-shareholder corporation does not face the same governance concerns as a traditional multi-stockholder corporation.
New Audit Threshold for Financial Statements
The Circular also introduced an updated audit threshold applicable to fiscal years ending on or after 31 December 2025.
Under the new rules, OPCs are only required to submit Audited Financial Statements if their total assets or liabilities exceed PHP 3,000,000.
If total assets or liabilities are PHP 3,000,000 or below, the OPC may instead submit Unaudited Financial Statements, provided these are accompanied by a sworn Statement of Management’s Responsibility signed by the President and Treasurer.
For many smaller businesses, this is significant.
Audited Financial Statements can be expensive, especially for startups and micro-enterprises. The revised threshold eases compliance costs for smaller OPCs while still maintaining accountability measures.
Existing OPCs Are Given Time to Comply
The Circular also contains transitional provisions for existing OPCs that may not yet have complied with:
* officer appointment filings,
* or the bond requirement for self-appointed Treasurers.
The SEC has effectively given these corporations a period within which to comply before penalties are fully imposed.
That said, business owners should not treat this as permission to delay indefinitely.
Compliance problems tend to compound over time.
The Bottom Line
The One Person Corporation remains one of the most useful innovations introduced under the Revised Corporation Code. It allows entrepreneurs and professionals to enjoy the benefits of corporate personality without needing multiple incorporators.
But simplicity does not mean absence of rules.
SEC Memorandum Circular No. 10, Series of 2026 serves as a reminder that OPCs are still corporations. They remain subject to reportorial obligations, officer requirements, financial disclosures, and compliance standards.
For many business owners, the safest approach is simple: treat compliance as part of doing business, not as an afterthought.
Because in practice, the penalties for ignoring corporate formalities are often far more expensive than complying with them properly in the first place.
