1. Introduction

If you own a One Person Corporation (OPC), you must follow the latest SEC Memorandum Circular No. 10 Series of 2026 OPC compliance rules issued by the Securities and Exchange Commission (SEC). These rules apply even if you are the only owner and your business earns below ₱20M a year.

An OPC is simpler than a regular corporation, but it is still a corporation under Philippine law, so you must file reports, appoint the right people, and meet deadlines to avoid fines and legal problems. Staying compliant protects your business name, bank accounts, and your ability to deal with clients and government agencies.

2. What is SEC Memorandum Circular No. 10, Series of 2026?

What the circular is

SEC Memorandum Circular (MC) No. 10, Series of 2026 sets the updated “Guidelines on the Compliances of One Person Corporations (OPCs).” It explains what reports OPCs must submit, how to appoint a Nominee and Alternate Nominee, when a Treasurer’s Bond is needed, and the corresponding fines and penalties.

Why it was issued

The circular was issued to clarify and tighten OPC compliance, especially now that more small businesses are shifting from sole proprietorship to One Person Corporation status. It also standardizes the fines so OPC owners clearly know the penalties for non-compliance OPC Philippines.

Who it applies to

The circular applies to all duly registered OPCs with the SEC, regardless of size or industry. It covers both newly incorporated OPCs and existing OPCs that were registered under earlier rules.

Why it matters for OPC owners

If you fail to follow these rules, SEC can impose monetary fines, require you to post or renew a Treasurer’s Bond, and in serious cases, suspend or revoke your OPC’s registration. Non-compliance can also cause delays when you apply for loans, government permits, or corporate bank accounts.

3. Updated OPC Reportorial Requirements (OPC reportorial requirements SEC)

Below is a simplified summary of the main reportorial requirements for One Person Corporation compliance Philippines based on the circular. Always cross-check your specific situation with your accountant or lawyer.

A. Annual Financial Statements (AFS)

• You must file your AFS every year, signed and properly prepared.
• Audited AFS if you meet the SEC thresholds (for example, total assets or liabilities above the SEC limit).
• Notarized AFS for smaller OPCs where audit is not yet required (check with your accountant if you fall under this group).
• Filing deadline: usually within 120 days from the end of your fiscal year or as specifically required by the circular and SEC filing schedule.

Late or non-filing leads to fines that increase depending on your retained earnings (see Section 6 below).

B. Annual Report / General Information Sheet (GIS‑equivalent for OPCs)

• Even if there are no other stockholders, SEC still requires an annual report for OPCs.
• Confirms details of the single stockholder, Nominee, Alternate Nominee, and Treasurer.
• Filed annually, usually on or before the anniversary date of incorporation or another deadline fixed by SEC.
• Used by SEC to keep your records updated and to verify that your Nominee, Alternate Nominee, and treasurer arrangements follow the rules.

C. Form for Appointment of Nominee and Alternate Nominee

• OPC owners must file a specific form for appointing their Nominee and Alternate Nominee.
• The form must be filed within the period required by the circular (for example, upon incorporation or within 30 days from a change in nominee).

Non-compliance in filing this form is subject to per‑offense fines starting at ₱5,000 (see Section 6.1).

D. Other submissions

Depending on your situation, SEC MC No. 10 may also require:

• Notice and supporting documents if the single stockholder becomes incapacitated or dies (Nominee or Alternate Nominee steps in).
• Updated bond documents if the single stockholder also acts as treasurer and a Treasurer’s Bond is required.
• Amended Articles of Incorporation if you change your authorized capital stock or certain key provisions.

Filing is usually done through the SEC electronic filing system or at SEC offices/extension offices, following the procedures stated by SEC.

4. Nominee and Alternate Nominee Rules (Nominee and Alternate Nominee rules OPC)

Who is the Nominee?

The Nominee is the person designated by the single stockholder to take over the management and operation of the OPC if the owner dies or becomes incapacitated.

Basic qualifications typically include:

• A natural person of legal age.
• With capacity to manage the business and not disqualified under the Corporation Code or SEC rules.

The name of the Nominee appears in your Articles of Incorporation and must be confirmed in the SEC form for appointment.

Who is the Alternate Nominee?

The Alternate Nominee is the backup person who steps in if the Nominee cannot or does not want to serve when the triggering event happens.

• Must meet the same basic qualifications as the Nominee.
• Must expressly accept the role in writing, using the forms prescribed by SEC.

When they step in

• If the single stockholder becomes incapacitated, the Nominee automatically manages the OPC in the owner’s behalf.
• If the single stockholder dies, the Nominee temporarily manages the OPC until the heirs designate the new single stockholder or take other allowed actions.
• If the Nominee cannot serve, the Alternate Nominee steps in under the same conditions.

Required documentation

To comply with Nominee and Alternate Nominee rules OPC:

• Include the Nominee and Alternate Nominee in your Articles of Incorporation.
• File the Form for Appointment of Nominee and Alternate Nominee with SEC within the prescribed period.
• Secure signed written consent/acceptance from both Nominee and Alternate Nominee.
• Update SEC if you change your Nominee or Alternate Nominee, using the required forms.

Risks if you do not comply

Failing to properly appoint or disclose your Nominee and Alternate Nominee can result in:

• Monetary fines per report (see Section 6.1).
• Delay in the transfer or continued operation of the OPC if you die or become incapacitated.
• Possible questions from SEC that may cause your corporation to be tagged as non-compliant.

5. Treasurer’s Bond Requirement (Treasurer’s Bond requirement OPC)

The circular has detailed rules on when OPCs must post a Treasurer’s Bond and how much the coverage should be.

When a Treasurer’s Bond is required

• If the single stockholder also assumes the position of Treasurer of the OPC.
• The bond (or acceptable equivalent like cash bond or property bond) must be posted in favor of the OPC and recognized by SEC.

According to the circular, OPCs whose single stockholder acts as treasurer must post a surety bond or acceptable form of bond in accordance with Section 10 of SEC MC No. 7, Series of 2019, subject to renewal every two years or as may be required after SEC reviews the Financial Statements or amended Articles of Incorporation.

Coverage amount rules

Table A of the circular sets the bond coverage based on the OPC’s authorized capital stock (ACS):

Note: A custodian fee of ₱5,000.00 is charged for every posting of bond.

When it is not required

If the single stockholder does not act as treasurer and a different qualified person serves as treasurer under the rules, the bond requirement may not apply in the same way.

However, always confirm with SEC or your counsel because other bond or security requirements may still apply in special cases.

Schedule of posting and renewal

Table B of the circular provides the schedule for posting of bond:

• For a self‑appointed treasurer at the time of incorporation:
  • Initial posting: within 30 days after issuance of the Certificate of Incorporation.
  • Biennial renewal: every 2 years or as may be required, usually upon submission of the FS/AFS or latest approved AAI.
• If you appoint another person as treasurer first but later appoint yourself as treasurer:
  • Initial posting: within 30 days from the required submission of the Form for Appointment of Officer (FAO).

Failure to follow the schedule leads to fines in Table C (see Section 6.3).

Common compliance mistakes

• Forgetting to renew the Treasurer’s Bond every two years.
• Not adjusting the bond coverage when authorized capital stock is increased.
• Not annotating property bonds on the title as required, or failing to submit the certified copy of the title with annotation.

6. Fines and Penalties for Non-Compliance (penalties for non-compliance OPC Philippines)

The circular sets specific fines for different kinds of violations. Below are the key fines shown in SEC MC No. 10, Series of 2026.

6.1 Non‑compliance in filing the Form for Appointment for OPC

For failure to file the Form for Appointment (Nominee/Alternate Nominee or similar required form), the “Imposable Fines – Per Report” are:

These fines are per report, meaning each unfiled or late‑filed form can be counted as one offense.

6.2 Late and Non‑Filing of Financial Statements for OPC

The circular distinguishes between late filing and non‑filing of financial statements, and the fines depend on retained earnings.

A. Late Filing of Financial Statement for One Person Corporation

“Imposable Fines – Per Report” based on retained earnings:

B. Non‑Filing of Financial Statement for One Person Corporation

For non‑filing (more serious than late filing), the “Imposable Fines – Per Report” increase:

Again, these are per report, per offense.

6.3 Non‑compliance with posting or renewal of Treasurer’s Bond

Table C in the circular sets fines for violations of the schedule of posting of bond.

These fines combine a fixed administrative fine and a per‑month surcharge, so the longer the delay, the higher the total amount.

6.4 Other possible consequences

Beyond monetary fines, repeated or serious violations may lead to:

• Suspension or revocation of the OPC’s registration under the Revised Corporation Code.
• Tagging of the OPC as delinquent, which can affect your ability to secure clearances or approvals.
• Possible disqualification of responsible officers in serious or fraudulent cases.

7. Practical OPC Compliance Checklist

Use this checklist to keep your One Person Corporation compliance Philippines on track.

8. Conclusion

Being a solo owner of an OPC does not exempt you from SEC rules—solo ka man sa negosyo, hindi ka exempted sa compliance. The SEC Memorandum Circular No. 10 Series of 2026 OPC compliance rules spell out your duties on reports, nominees, treasurer’s bond, and the exact penalties for non-compliance OPC Philippines.

By understanding the Nominee and Alternate Nominee rules OPC, the Treasurer’s Bond requirement OPC, and the OPC reportorial requirements SEC, you can avoid costly fines, protect your corporate status, and keep your business running smoothly. For full legal details and any updates, always read the complete memorandum and consult with your corporate lawyer or compliance adviser when in doubt.

What part of these OPC compliance rules do you want to focus on first—financial statement filings, nominee designations, or the Treasurer’s Bond?

Reference file: SEC MC No. 10 Series of 2026