THE SECURITIES and Exchange Commission (SEC) has issued a memorandum circular that aims to ensure consistent enforcement for one-person corporations (OPCs) under the Revised Corporation Code.
While SEC had previously imposed fines for late filings under earlier circulars, Memorandum Circular (MC) No. 10, Series of 2026, standardizes and specifies penalties, deadlines, and bond obligations for all registered OPCs.
OPCs must submit a Form for Appointment of Officers (FAO) within 20 days of receiving their certificate of incorporation for initial roles such as treasurer and corporate secretary.
“Failure to comply with the initial appointment and timely submission of the FAO shall result in a one-time penalty of P10,000,” the MC read.
For subsequent officer appointments, OPCs must file the FAO within five days, with graduated fines 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 after fiscal yearend, in line with existing circulars and memorandum orders.
Starting with fiscal years after Dec. 31, 2025, audits are required only for OPCs with assets or liabilities exceeding P3 million. Companies must also disclose self-dealings and include auditor comments.
The Commission noted that substantial disclosure in the Notes to Audited Financial Statement (AFS) may waive those requirements, but all registered OPCs must still file their latest due Audited or Unaudited Financial Statements for monitoring and fine/penalty computation.
OPCs where the single stockholder acts as treasurer must post a surety, cash, or property bond equivalent to the authorized capital stock — from P1 million for stocks up to P1 million, to full capital matching above P5 million.
“For property bonds, the same must be duly annotated on the corresponding certificate of title to ensure enforceability against the property. A certified copy of the title with annotation shall be submitted to the Commission,” the MC noted.
“The OPC must secure its bond from a reputable insurance company, which must be duly registered with and conforms with the prescribed format set forth by the Insurance Commission,” it added.
The bond is due within 30 days of appointment, renewed every two years alongside a P5,000 custodian fee, with non-compliance triggering base fines of P10,000 plus monthly surcharges from P500 to P1,500 per violation.
Appointing a non-stockholder treasurer eliminates the bond requirement and allows release via a notarized affidavit confirming no harm to creditors. The Commission will determine if the filed FAO substantially complies before approving and processing the bond release request.
“In case of approval, the Commission shall direct the release of bond and transmit the released bond to the OPC through the Financial Management Department (FMD) or through the respective processing EOs. In case of disapproval, the OPC shall comply with the requirements as may be ordered by the Commission,” it added.
Existing OPCs without officer appointment filings have 30 days after the circular’s effectiveness to post required bonds or face fines. Those with bonds must confirm they are valid. OPCs previously monitored for delays but unpenalized must pay P5,000 to reset their record, treating future violations as first offenses. Pending monitoring applications under old rules are voided, requiring new filings under MC 10.
The circular amends earlier rules, such as SEC MC No. 6 of 2024 on financial penalties, and extends 2019 OPC frameworks to promote uniform enforcement amid rising OPC formations. — Alexandria Grace C. Magno
