The Philippine Securities and Exchange Commission issued SEC Memorandum Circular No. 10, Series of 2026, publishing a consolidated compliance checklist and guidelines for one person corporations (OPCs) to clarify reportorial requirements, bond posting obligations, and the applicable fines and penalties. The framework requires OPCs to appoint a treasurer, corporate secretary and other officers and file a Form of Appointment for OPC within 20 days from approval of the certificate of incorporation, with a PHP 10,000 penalty for non-compliance. Subsequent officer appointments must be reported within five days, with fines per missed report of PHP 5,000 for a first offense up to PHP 9,000 for a fifth offense. OPCs must submit annual financial statements (AFS) by the Commission’s deadline or within 120 calendar days from fiscal year-end; the circular introduces lower and more proportionate penalties for late and non-filing of AFS, amending SEC Memorandum Circular No. 6, Series of 2024, with ranges calibrated to retained earnings (late filing) and net profit (non-filing). OPCs with total assets or liabilities exceeding PHP 3 million must submit audited AFS for fiscal years ending on or after 31 December 2025, while others may submit financial statements with a sworn Statement of Management’s Responsibility. Where the single stockholder also serves as treasurer, the OPC must post a surety bond or other acceptable bond, subject to renewal every two years or as required based on financial statement review or capital stock changes; coverage ranges from PHP 1 million to PHP 5 million depending on authorized capital stock, and is equal to authorized capital stock where this exceeds PHP 5 million. A 30-day transitory period from the guidelines’ effectivity applies for certain registered OPCs to complete bond posting, and pending monitoring applications as of effectivity must be re-filed and will be evaluated under the new circular.

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