SEC tightens rules on solo firms

Solo business owners running one person corporations (OPCs) will face stricter compliance rules and clearer penalties under new guidelines from the Securities and Exchange Commission (SEC) to close reporting gaps and tighten oversight of small corporate entities.

The regulator said over the weekend that SEC Memorandum Circular No. 10, Series of 2026, issued on 16 February, consolidates reportorial requirements, bond posting rules, and penalty structures for OPCs under Republic Act No. 11232, or the Revised Corporation Code, and related regulations. 

The circular introduces a compliance checklist and revised fines, including lower but more proportionate penalties tailored to smaller firms.

“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 Chairperson 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 added.

Under the new rules, OPCs must appoint key officers and submit the required forms within strict deadlines or face fines starting at P5,000 and reaching up to P10,000 per violation. 

Annual financial statements must be filed within 120 days after the fiscal year, with late filings penalized up to P13,500 and non-filing fines as much as P27,000, depending on the company’s financial standing.

OPCs with assets or liabilities exceeding P3 million will be required to submit audited financial statements starting with fiscal years ending on or after 31 December 2025, while smaller firms must file sworn management-certified financial reports.

The circular also tightens bond requirements for OPCs whose single shareholder also serves as treasurer, mandating bond postings ranging from P1 million to P5 million, or equal to authorized capital stock for larger firms. Failure to comply will result in a P10,000 fine plus P500 per month of delay.

Existing OPCs are given 30 days from the effectivity of the circular to comply with officer appointment and bond posting requirements or face penalties, as the SEC pushes to bring solo corporations under stricter monitoring while aligning compliance costs with their scale.