If you own or manage a Philippine One Person Corporation (OPC), the short answer is: an OPC is generally not required to file the regular General Information Sheet (GIS) with the Securities and Exchange Commission (SEC). But this does not mean an OPC has no annual SEC filings. An OPC must still file its financial statements and other OPC-specific reportorial requirements, and missing those filings can lead to penalties or delinquent status. The confusion usually happens because ordinary corporations file a GIS every year, while OPCs follow a special reporting framework under the Revised Corporation Code and SEC rules. (Supreme Court E-Library)
Short Answer: Is an OPC Required to File a GIS?
No. A Philippine OPC does not file the regular annual GIS that ordinary stock corporations file after their annual stockholders’ meeting.
Instead, an OPC must focus on these main SEC compliance items:
- Annual financial statements
- President’s written explanations on auditor comments, when applicable
- Disclosure of self-dealings and related-party transactions, when applicable
- Form for Appointment of Officers for OPCs (FAO)
- Treasurer’s bond, if the single stockholder is also the treasurer
- Other reports that the SEC may require under current rules
This is because an OPC is not structured like a normal corporation with several stockholders, a board election, and annual stockholders’ meetings. It has only one stockholder, who also acts as the sole director and president, subject to the special rules for OPCs under Republic Act No. 11232, or the Revised Corporation Code of the Philippines. (Supreme Court E-Library)
What Is a General Information Sheet?
The General Information Sheet, or GIS, is a report filed with the SEC by ordinary corporations. It contains important company information such as:
- Corporate name
- SEC registration number
- Principal office address
- Date of annual meeting
- Names of directors, trustees, and officers
- Stockholders or members
- Capital structure
- Beneficial ownership information
- Contact details and other company data
For regular stock corporations, the GIS is closely connected to the annual stockholders’ meeting. In practice, the corporation holds its annual meeting, elects directors, updates its officers and stockholder information, and then files the GIS through the SEC’s Electronic Filing and Submission Tool, or eFAST.
The SEC eFAST guide states that the GIS of a stock corporation is filed within 30 calendar days from the actual date of the annual stockholders’ meeting. Non-stock corporations and foreign corporations have their own GIS timing rules.
An OPC is different. It does not have the same annual election and board structure that the ordinary GIS filing system was designed to capture.
Why OPCs Are Treated Differently
An OPC is a corporation with only one stockholder. Under the Revised Corporation Code, only a natural person, trust, or estate may form an OPC, subject to legal restrictions. The single stockholder is the sole director and president of the OPC. (Supreme Court E-Library)
This creates several practical differences:
| Ordinary stock corporation | One Person Corporation |
|---|---|
| Has at least two or more stockholders | Has only one stockholder |
| Has a board of directors | Single stockholder acts as sole director |
| Holds annual stockholders’ meetings | Corporate acts may be documented through written records |
| Files a regular GIS after the annual meeting | Files OPC-specific reports instead of the regular GIS |
| Has by-laws | By-laws are not required for an OPC |
The law also states that OPCs are governed primarily by the special OPC provisions of the Revised Corporation Code, while other corporation rules apply only suppletorily, or only when not inconsistent with the OPC rules. (Supreme Court E-Library)
This is the main reason the GIS rule should not be applied mechanically to OPCs.
Legal Basis: Revised Corporation Code Rules on OPC Reporting
The confusion usually comes from Section 177 of the Revised Corporation Code. That section says that, except as otherwise provided by the Code or by SEC rules, every corporation must submit annual financial statements and a GIS. (Supreme Court E-Library)
The important phrase is “except as otherwise provided.”
For OPCs, the special rule is Section 129 of the Revised Corporation Code. Section 129 lists the reportorial requirements of an OPC, including:
- Annual financial statements
- A report containing the president’s comments on adverse remarks by the auditor, if any
- Disclosure of all self-dealings and related-party transactions between the OPC and the single stockholder
- Other reports that the SEC may require
Section 129 does not list the regular annual GIS as an OPC reportorial requirement. It also states that an OPC may be placed under delinquent status if it fails to submit reportorial requirements three times, consecutively or intermittently, within a five-year period. (Supreme Court E-Library)
In practical terms, the legal structure is this:
- Section 177 gives the general rule for corporations.
- Section 129 gives the special reportorial rule for OPCs.
- The special OPC rule controls over the general rule.
- Therefore, an OPC does not file the ordinary GIS, but it must file the reports specifically required for OPCs.
What an OPC Must File Instead of a GIS
An OPC still has important SEC filings. These are the filings ordinary owners most commonly need to track.
| Filing or compliance item | When it is usually required | Practical notes |
|---|---|---|
| Financial Statements | Within 120 calendar days from the end of the fiscal year, or based on the SEC annual filing schedule | This is the main annual SEC filing for an OPC. |
| Audited Financial Statements (AFS) | Required if the OPC exceeds the audit threshold | For fiscal years ending on or after December 31, 2025, the audit threshold has been increased to more than ₱3 million in total assets or liabilities. |
| Unaudited Financial Statements with Statement of Management’s Responsibility (SMR) | For OPCs at or below the audit threshold | The SMR must be signed under oath by the president and treasurer. |
| President’s explanation on auditor comments | If the auditor issued qualifications, reservations, adverse remarks, or a disclaimer | This is attached to the financial statements when applicable. |
| Disclosure of self-dealings and related-party transactions | When there are transactions between the OPC and the single stockholder or related parties | This may be attached to the financial statements unless already substantially disclosed in the notes. |
| Form for Appointment of Officers for OPCs (FAO) | Initially after incorporation, and again when officers change | SEC Memorandum Circular No. 10, Series of 2026 requires the initial FAO within 20 days from approval of the Certificate of Incorporation. |
| Treasurer’s bond | If the single stockholder appoints himself or herself as treasurer | The bond must be posted and periodically renewed. |
| Nominee and alternate nominee updates | When the nominee or alternate nominee changes | The OPC must update the SEC and keep written consents on record. |
SEC Memorandum Circular No. 10, Series of 2026 specifically discusses OPC compliance, including the filing of financial statements, president’s explanations on auditor remarks, related-party disclosures, FAO filings, and treasurer’s bond requirements.
Financial Statements: The Main Annual Filing for an OPC
For many small OPC owners, the most important annual SEC filing is not the GIS. It is the financial statement filing.
Under SEC rules, an OPC must submit its financial statements within the required period. SEC Memorandum Circular No. 10, Series of 2026 states that financial statements must be filed within 120 calendar days from the end of the fiscal year indicated in the Articles of Incorporation or financial statements, or in accordance with the annual SEC filing schedule.
If the OPC’s Articles of Incorporation do not specify a fiscal year, the Revised Corporation Code treats the fiscal year as the calendar year. (Supreme Court E-Library)
Does an OPC Need Audited Financial Statements?
Not always.
For fiscal years ending on or after December 31, 2025, SEC Memorandum Circular No. 4, Series of 2026 increased the audit threshold. Corporations, including OPCs, with total assets or total liabilities of more than ₱3 million must submit audited financial statements. Corporations at or below that threshold are generally not required to submit audited financial statements but must submit financial statements with a Statement of Management’s Responsibility signed under oath. For an OPC, the SMR must be signed by the president and treasurer.
This matters because many small OPCs are formed by consultants, freelancers, online sellers, small agencies, family businesses, and professionals starting a formal corporate vehicle. If the OPC is below the audit threshold, the annual filing may be simpler than a full audited financial statement package, but it is still a formal SEC compliance requirement.
Practical Step-by-Step Guide for OPC SEC Filing Season
1. Confirm that the company is really an OPC
Check the Certificate of Incorporation and SEC records. The corporate name should usually include the suffix “OPC.”
This matters because a company that converted from an OPC to an ordinary stock corporation, or from an ordinary stock corporation to an OPC, may have different filing obligations depending on its current legal status.
2. Check the fiscal year
Look at the Articles of Incorporation and the latest financial statements. If a fiscal year is stated, use that. If none is stated, the default is the calendar year.
For a calendar-year OPC, the financial statement period usually ends on December 31. The usual 120-day deadline would fall around the end of April, subject to the SEC’s annual filing schedule and any current circulars.
3. Determine whether the statements must be audited
Before preparing the filing, check the OPC’s total assets and total liabilities.
| OPC financial position | Usual filing treatment |
|---|---|
| More than ₱3 million in total assets or total liabilities | Audited financial statements are required |
| ₱3 million or below in total assets or total liabilities | Financial statements with notarized SMR may be allowed |
The SMR should not be treated as a casual attachment. It is signed under oath, which means the signatories are taking responsibility for the truthfulness and completeness of the financial statements.
4. Prepare OPC-specific attachments
Before uploading through eFAST, check whether the OPC needs to attach:
- President’s explanation of auditor qualifications, reservations, adverse opinions, or disclaimers
- Disclosure of self-dealings and related-party transactions
- SMR, if filing unaudited financial statements
- Other documents required by the current SEC filing circular
A common mistake is preparing only the financial statements and forgetting the required OPC-specific attachments.
5. Upload the correct document through eFAST
The SEC eFAST platform is used for online submission of financial statements, GIS, and other reportorial requirements. SEC-registered corporations are required to enroll and submit covered reports through eFAST.
For an OPC, the key is to choose the correct filing type and upload the correct report. Do not assume that because the system includes GIS options, an OPC must file a regular GIS.
6. Check the filing status after submission
Uploading is not always the same as successful filing. SEC eFAST filings may show statuses such as uploaded, submitted, accepted, or reverted.
If a submission is reverted, the SEC guide states that it is considered not filed or not received. Common reasons include poor image quality, wrong company profile, incorrect form type, or incomplete submission.
7. Keep proof of filing
Save copies of:
- Submitted financial statements
- eFAST confirmation
- QR-coded accepted copy, if issued
- Notarized SMR, if applicable
- Related-party transaction disclosures
- FAO filings
- Treasurer’s bond documents, if applicable
- SEC assessments or penalty documents, if any
These records are useful for bank account updates, due diligence, investor review, BIR coordination, future amendments, and SEC compliance checks.
Common Mistakes OPC Owners Make
“My accountant said all corporations must file a GIS.”
That statement is true for ordinary corporations as a general rule, but it is incomplete for OPCs.
An OPC is still a corporation, but it has a special legal structure and special reportorial rules. The correct question is not simply “Do corporations file GIS?” The better question is: What reportorial requirements apply to an OPC under the Revised Corporation Code and current SEC circulars?
For OPCs, the answer centers on Section 129 and SEC OPC compliance rules, not the ordinary GIS filing framework.
“The eFAST portal has a GIS option, so I filed one.”
The eFAST system serves many types of corporations. Seeing a GIS option does not automatically mean that every company type must use it.
If an OPC uploads the wrong report type, the filing may not satisfy the actual OPC requirement. Worse, the company may think it has complied when the required financial statements or OPC-specific attachments remain unfiled.
“My OPC has no operations, so I ignored SEC filing season.”
This is risky. A corporation with no operations may still have SEC reportorial obligations. The SEC still expects the company to submit the proper financial statements or required reports unless a specific rule says otherwise.
A no-operation OPC should still coordinate its bookkeeping and financial statement preparation early. Even if the company had no income, it may still have incorporation expenses, bank activity, advances from the owner, or other accounting entries.
“I changed my corporate secretary or treasurer, but did not file anything.”
Officer changes in an OPC are not reported through the regular GIS. They are handled through the OPC officer appointment filing.
Under SEC Memorandum Circular No. 10, Series of 2026, the initial FAO must be filed within 20 days from approval of the Certificate of Incorporation. Subsequent appointments must be filed within 5 days from the succeeding appointment, with increasing penalties for repeated offenses.
Also remember that the single stockholder cannot be the corporate secretary. If the single stockholder also acts as treasurer, a bond is required. (Supreme Court E-Library)
“I sold shares, so the OPC now has two stockholders.”
This is a major change. An OPC must have only one stockholder. If the shares cease to be held solely by one person, the company may need to convert into an ordinary stock corporation.
SEC Memorandum Circular No. 27, Series of 2020 provides rules on converting an OPC into an ordinary stock corporation. It requires notice to the SEC within 60 days from the transfer of shares, and late notice may result in penalties. Once the company becomes an ordinary stock corporation, the usual corporate governance and GIS rules for ordinary corporations become relevant.
“The single stockholder is a foreigner.”
The GIS answer is generally the same: an OPC does not file the regular annual GIS merely because the single stockholder is foreign.
But foreign ownership raises separate issues. A foreigner may be able to own up to 100% of a domestic market enterprise unless the activity is restricted by the Philippine Constitution, a special law, or the Foreign Investment Negative List. (Supreme Court E-Library)
Foreign single stockholders should also be careful with practical documentation issues, such as:
- Passport and address consistency
- Philippine Tax Identification Number requirements
- Proof of foreign address
- Documents signed abroad
- Apostille or consular authentication when required
- Restrictions on partly nationalized industries, landholding, mass media, professions, and other regulated activities
These issues do not convert the OPC into a GIS-filing corporation, but they may affect incorporation, amendments, banking, licensing, tax registration, and regulatory approvals.
Penalties and Consequences for Non-Compliance
Not filing a GIS is not usually the problem for an OPC. The bigger problem is failing to file the reports that an OPC actually must file.
Under the Revised Corporation Code, an OPC may be placed under delinquent status if it fails to submit reportorial requirements three times, consecutively or intermittently, within a five-year period. (Supreme Court E-Library)
SEC Memorandum Circular No. 10, Series of 2026 also provides penalties for specific OPC compliance failures, including late or non-filing of the FAO and treasurer’s bond requirements. The initial failure to file the FAO may result in a one-time ₱10,000 penalty, while subsequent FAO violations have escalating penalties.
For 2026, SEC Memorandum Circular No. 16, Series of 2026 suspended the monthly penalty for late and non-filing of covered reportorial requirements until December 31, 2026, but the basic fines and the obligation to file remain. (PwC)
In practice, non-compliance can cause problems such as:
- Difficulty obtaining a Certificate of Good Standing
- Delays in SEC amendments
- Problems with bank account updates
- Issues during due diligence for investors or buyers
- Higher penalties when the company later tries to clean up its records
- Delinquent status or further SEC enforcement action
OPC Filing Checklist
Use this practical checklist when reviewing an OPC’s annual SEC compliance.
| Item to check | Why it matters |
|---|---|
| Certificate of Incorporation says “OPC” | Confirms that OPC rules apply |
| Fiscal year is identified | Determines filing deadline |
| Financial statements are prepared | Main annual SEC report |
| Audit threshold is checked | Determines whether AFS is required |
| SMR is signed and notarized, if applicable | Required for unaudited financial statements |
| Auditor comments are reviewed | President’s explanation may be required |
| Related-party transactions are reviewed | Disclosure may be required |
| Officers are current | FAO may be required for changes |
| Treasurer bond is current, if applicable | Required if single stockholder is treasurer |
| eFAST status is accepted, not merely uploaded | Reverted filings are treated as not filed |
| Copies are saved | Needed for banks, SEC, BIR, and future transactions |
Frequently Asked Questions
Is a One Person Corporation required to file a GIS every year?
No. A Philippine OPC is generally not required to file the regular annual GIS. It must instead file the OPC-specific reports required by the Revised Corporation Code and SEC circulars, especially its annual financial statements and related attachments.
What should an OPC file instead of a GIS?
An OPC usually files financial statements, president’s explanations on auditor comments when applicable, related-party transaction disclosures when applicable, FAO filings for officer appointments or changes, and treasurer’s bond documents if the single stockholder is also the treasurer.
What is the deadline for an OPC’s annual financial statements?
The usual deadline is within 120 calendar days from the end of the OPC’s fiscal year, subject to the SEC’s annual filing schedule and current circulars. If the OPC follows the calendar year, the financial year ends on December 31.
Does an OPC need audited financial statements?
Only if it exceeds the audit threshold. For fiscal years ending on or after December 31, 2025, the threshold is more than ₱3 million in total assets or total liabilities. OPCs at or below the threshold may generally submit financial statements with a notarized SMR signed by the president and treasurer.
Does an OPC need by-laws?
No. By-laws are not required for an OPC. The Articles of Incorporation and the special OPC provisions of the Revised Corporation Code govern its structure.
Does an OPC have an annual stockholders’ meeting?
An OPC does not operate like an ordinary corporation with multiple stockholders voting in an annual meeting. Since there is only one stockholder, corporate acts are generally documented through written records, resolutions, and the company’s minutes book.
What if my OPC changed its treasurer or corporate secretary?
The OPC should file the appropriate FAO with the SEC. Under current SEC OPC compliance rules, subsequent officer appointments must be filed within 5 days from the succeeding appointment.
What happens if my OPC filed a GIS by mistake?
Filing a GIS by mistake does not necessarily satisfy the OPC’s actual reportorial requirements. The company should check whether its required financial statements and OPC-specific reports were properly filed and accepted through eFAST.
Are foreign-owned OPCs required to file a GIS?
No, foreign ownership by itself does not make an OPC subject to the regular annual GIS filing. However, foreign-owned OPCs must separately comply with foreign investment restrictions, licensing rules, tax requirements, and documentation rules.
What if my OPC now has more than one stockholder?
If the OPC no longer has only one stockholder, it may need to convert into an ordinary stock corporation. Once it becomes an ordinary stock corporation, the regular GIS rules for ordinary corporations may apply.
Key Takeaways
- A Philippine OPC is generally not required to file the regular annual GIS with the SEC.
- The OPC’s main annual SEC filing is usually its financial statements, not a GIS.
- OPCs follow special reportorial rules under Section 129 of the Revised Corporation Code.
- For fiscal years ending on or after December 31, 2025, audited financial statements are generally required only if the OPC has more than ₱3 million in total assets or liabilities.
- OPCs at or below the audit threshold may submit financial statements with a notarized SMR signed by the president and treasurer.
- Officer appointments and changes are handled through the FAO, not through the regular GIS.
- If the single stockholder is also the treasurer, a treasurer’s bond is required.
- A reverted eFAST submission is treated as not filed or not received, so the accepted filing status matters.
- If an OPC gains additional stockholders, it may need to convert into an ordinary stock corporation, and ordinary GIS rules may then become relevant.