SEC issues new compliance rules for one-person corporations

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February 23, 2026 | 12:00am

MANILA, Philippines — The Securities and Exchange Commission (SEC) is seeking to improve compliance among one-person corporations (OPCs) by establishing new monitoring guidelines.

The SEC’s recently issued guidelines, which consolidate rules that govern the compliance of OPCs with reportorial requirements and bond posting, aims to reinforce the commission’s supervision over the corporate sector.

“These new guidelines outline the reportorial requirements and penalties imposed on OPCs. By clarifying expectations around their submissions, we are eliminating ambiguity and empowering business owners to operate with the confidence that they are in full compliance with the law,” SEC chair Francis Lim said.

“This streamlined approach also allows the SEC to strengthen its monitoring powers over corporations, in line with its mandate of promoting transparency and accountability in the corporate sector,” he said.

Under the guidelines, an OPC is required to appoint its treasurer, corporate secretary and other officers, as well as subsequently submit a form for appointment of officers (FAO) within 20 days from the approval of its certificate of incorporation.

Failure to do so will result in a penalty of P10,000.

For the subsequent appointment of an officer, the OPC must file an FAO within five days after the appointment, otherwise, the company will face fines per missed report worth P5,000 for first offense and up to P9,000 fifth offense.

OPCs must submit their annual financial statements (AFS) on the deadline prescribed by the SEC, or within 120 calendar days from the end of their respective fiscal year.

The SEC also introduced lower and more proportionate penalty rates for OPCs, amending a previous circular which imposed uniform penalties for the late and non-filing of reportorial requirements for stock corporations and OPCs.

“The revised framework recognizes the distinct nature of OPCs and ensures that penalties for late or non-filing of financial statements are fair, reasonable and commensurate with their scale of operations,” the SEC said.

Late filing of AFS, or submission within the year of the prescribed deadline, will result in a penalty between P5,000 to P9,500 for the first offense, and up to P9,000 to P13,500 for the fifth offense, depending on the retained earnings of an OPC.

Meanwhile, non-filing of AFS, or submission beyond one year from the prescribed period, will be penalized with an amount ranging between P10,000 and P19,000 for the first offense, and from P18,000 to P27,000 for the fifth violation, based on the net profit.

OPCs with total assets or liabilities exceeding P3 million are required to submit an audited annual financial statement, effective for the fiscal year ending on or after Dec. 31, 2025.

The SEC said those that do not meet the new audit threshold must submit a financial statement accompanied by a statement of management’s responsibility, signed under oath by the president and treasurer.

OPCs whose single stockholder also assumes the role of treasurer, meanwhile, are required to post a surety bond, or other acceptable bond forms, such as in cash or property.

The bond will be subject to renewal every two years, or as may be required based on the review of the financial statement, or of the latest amended articles of corporation, in instances of approval of an increase in the authorized capital stock.

Depending on the authorized capital stock of the OPC, bond coverage ranges between P1 million and P5 million under the guidelines.

Companies with authorized capital stock of over P5 million must post a bond equal to the amount of their authorized capital stock.