SEC MC 10-2026: New Compliance Rules for One Person Corporations (OPC)
Setting up a One Person Corporation (OPC) is one of the most popular paths for foreign investors, solo entrepreneurs, and expats looking to achieve 100% ownership of a business in the Philippines. Introduced under the Revised Corporation Code (RCC), the OPC structure offers the benefits of limited liability without needing a full board of directors.
However, owning an OPC comes with strict regulatory responsibilities. To standardize monitoring and ensure transparency, the Securities and Exchange Commission (SEC) issued SEC Memorandum Circular No. 10, Series of 2026. This regulation lays down exact timelines for appointing corporate officers, updated scales of fines for late financial filings, and critical rules on posting surety bonds if you choose to manage your own company funds.
If you run or plan to register an OPC in the Philippines, here are the essential compliance mandates you must follow to avoid steep fines.
1. Appointment of Officers: Strict Timelines for the FAO
Every OPC must appoint a Treasurer, a Corporate Secretary, and other essential officers. You are required to submit a specialized document called the Form for Appointment for OPC (FAO) to the SEC.
The circular establishes rigid deadlines for filing this form:
- Initial Appointment: The FAO must be submitted within twenty (20) days from the approval of your Certificate of Incorporation. Missing this initial deadline attracts a flat, one-time penalty of ₱10,000.
- Subsequent Changes: If you change or appoint a new officer down the line, you must notify the SEC by filing an updated FAO within five (5) days of the appointment. Late filings follow a progressive scale of fines:
| Offense Count | Imposable Fine per Late Report |
| 1st Offense | ₱5,000 |
| 2nd Offense | ₱6,000 |
| 3rd Offense | ₱7,000 |
| 4th Offense | ₱8,000 |
| 5th Offense | ₱9,000 |
2. Updated Audit Thresholds & Filing Financial Statements
All OPCs must file their financial reports within 120 days from the end of the fiscal year designated in their Articles of Incorporation.
A major relief introduced by the SEC in 2026 is the adjustment of the audit threshold:
- Total Assets/Liabilities ABOVE ₱3,000,000: You must submit a full Audited Financial Statement (AFS) prepared by an independent Certified Public Accountant.
- Total Assets/Liabilities AT OR BELOW ₱3,000,000: You no longer need an expensive audit. You can submit an Unaudited Financial Statement (UFS) accompanied by a Statement of Management’s Responsibility (SMR) signed under oath by the OPC’s President and Treasurer.
The Cost of Missing Deadlines
If you file your financial statements late or fail to file them at all, the SEC calculates fines progressively based on your company’s Retained Earnings.
For a 1st Offense, late filing fines range from ₱5,000 (for companies with capital deficits) up to ₱9,500 (for companies with retained earnings over ₱10,000,000). If the SEC classifies your status as “Non-Filing” (failing to submit completely), the basic fines double, starting at ₱10,000 to ₱19,000 for a first offense and climbing as high as ₱27,000 for repeated offenses.
3. The Surety Bond Mandate for Self-Appointed Treasurers
In an OPC, the single stockholder is legally permitted to designate themselves as the company President. You can also appoint yourself as the company Treasurer. However, you cannot be the Corporate Secretary.
If you take on the dual role of President and Treasurer, the SEC requires you to post a Surety Bond (cash, property, or surety from a registered insurance firm). This bond acts as a financial safeguard for creditors and third parties dealing with your corporation.
How Much Bond Do You Need?
The bond amount changes dynamically based on your OPC’s Authorized Capital Stock (ACS):
| Authorized Capital Stock (ACS) | Required Bond Coverage |
| ₱0 to ₱1,000,000 | ₱1,000,000 |
| ₱1,000,001 to ₱2,000,000 | ₱2,000,000 |
| ₱2,001,000 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 exact amount of the ACS |
Administrative Cost Note: The SEC charges a ₱5,000 custodian fee every single time a bond is posted or renewed.
Deadlines and Penalties for Bonds
- Initial Posting: If you are a self-appointed treasurer from day one, you must post the bond within 30 days from the issuance of your Certificate of Incorporation.
- Biennial Posting: This bond is a continuing requirement and must be renewed every two (2) years for as long as you remain the Treasurer.
Failing to post or renew your bond on time triggers a basic fine of ₱10,000, plus an accumulating monthly surcharge for every month of delay (₱500/month for the 1st violation, ₱1,000/month for the 2nd, and ₱1,500/month for succeeding violations).
4. How to Cancel Your Surety Bond
If you no longer wish to maintain a costly surety bond, you can eliminate the requirement by appointing a new Treasurer who is a third party (not the single stockholder).
Once you file an amended FAO reflecting the new treasurer’s appointment, you can submit a written request using “DO 248B.pdf” to pull back your bond. The outgoing treasurer must provide a notarized affidavit declaring that no creditors or third parties are adversely affected by the release of the money.
Frequently Asked Questions (FAQs)
Does a One Person Corporation (OPC) need to file Corporate By-Laws?
No. Under Section 119 of the Revised Corporation Code and reaffirmed by Section 7 of SEC MC No. 10-2026, OPCs are explicitly exempted from submitting corporate by-laws. Your company is regulated primarily through its Articles of Incorporation and regulatory circulars.
Can a foreigner be the Corporate Secretary of their own OPC?
No. While a foreign single stockholder can be the President and the Treasurer (subject to the bond requirement), the law dictates that the Corporate Secretary must be a citizen and resident of the Philippines. This ensures the state has a local point of contact for official legal notices.
What happens if a third party files a legitimate claim against my OPC’s surety bond?
If an aggrieved third party files a valid claim against your bond, the SEC’s Compliance Monitoring Division will investigate the matter. If the claim is verified and granted, your bond will be drawn upon. To continue serving as the Treasurer, you will be required to immediately provide proof of replenishment of the bond amount; otherwise, you must step down and appoint a new treasurer.
Are related party transactions or self-dealings permitted in an OPC?
Yes, but they are subject to strict transparency rules. If an OPC enters into contracts or transactions where the single stockholder has a personal interest, a full disclosure must be attached to the Annual Financial Statements. However, if you have already detailed these interactions comprehensively in the standard “Notes to the Financial Statements,” a separate disclosure attachment is no longer required.
Atty. Winston B. Chua