The introduction of the One Person Corporation (OPC) under the Revised Corporation Code of the Philippines (RA 11232) revolutionized the corporate landscape by allowing a single individual to enjoy the benefits of limited liability. However, this autonomy comes with stringent regulatory obligations. To maintain "good standing" and avoid the "delinquent" or "revoked" status, an OPC must adhere to a specific set of annual and event-driven reportorial requirements.
While an OPC does not "renew" its SEC registration in the sense that it expires (as corporate terms are now perpetual), it must perform Continuing Compliance to ensure its legal personality remains intact.
1. The General Information Sheet (GIS)
The GIS is a comprehensive document that reflects the current ownership and leadership structure of the corporation. For an OPC, this includes the single stockholder, the appointed officers, and the designated nominees.
- Submission Deadline: Within thirty (30) calendar days from the anniversary date of the issuance of the Certificate of Incorporation, or as otherwise indicated in the corporation's specific bylaws/articles.
- Updated Form: As of 2026, the SEC requires the use of the latest electronic GIS version, which includes a separate Beneficial Ownership Declaration (BOD) to combat money laundering and ensure transparency.
- Filing Method: Must be submitted via the Electronic Filing and Submission Tool (eFAST).
2. Annual Financial Statements (AFS)
The requirements for financial reporting depend heavily on the corporation’s financial scale. Under recent guidelines (notably SEC MC No. 10, Series of 2026), the thresholds for mandatory audits have been updated.
Audit Thresholds and Requirements
| Total Assets or Liabilities | Requirement |
|---|---|
| Exceeding ₱3,000,000 | Must submit Audited Financial Statements (AAFS) certified by an independent SEC-accredited CPA. |
| ₱3,000,000 and Below | May submit a Statement of Management Responsibility (SMR) and financial statements signed under oath by the President and Treasurer. |
- Filing Deadline: For corporations with a fiscal year ending December 31, the deadline for 2026 is May 29, 2026. For those with other fiscal year-ends, filing must occur within 120 calendar days from the close of the fiscal year.
- Penalty for Late Filing: Fines range from ₱5,000 to ₱13,500 for late submissions (within one year), depending on the number of offenses and the company's retained earnings.
3. The Appointment of Officers (FAO)
Unique to the OPC is the Form for Appointment of Officers (FAO). While the single stockholder is the sole director and president, they must appoint a Treasurer (who can be the stockholder themselves) and a Corporate Secretary (who must be a Filipino citizen and cannot be the stockholder).
- Initial Appointment: Must be filed within twenty (20) days from the approval of the Articles of Incorporation. Failure results in a ₱10,000 one-time penalty.
- Subsequent Appointments: Any change in officers (e.g., changing the Treasurer) must be reported within five (5) days. Late filing for subsequent appointments triggers a scaling fine starting at ₱5,000.
4. The Surety Bond Requirement
If the single stockholder also serves as the Treasurer, the law requires the posting of a Surety Bond. This acts as a protective measure for potential creditors and the public.
- Timeline: The bond must be posted within thirty (30) days from the issuance of the Certificate of Incorporation or the date the stockholder assumes the Treasurer role.
- Renewal: The bond must be renewed every two (2) years or whenever the Authorized Capital Stock (ACS) is increased.
Required Bond Coverage (Tiered Scale)
| Authorized Capital Stock (ACS) | Required Bond Amount |
|---|---|
| Up to ₱1,000,000 | ₱1,000,000 |
| Over ₱1M to ₱2,000,000 | ₱2,000,000 |
| Over ₱2M to ₱3,000,000 | ₱3,000,000 |
| Over ₱3M to ₱4,000,000 | ₱4,000,000 |
| Over ₱4M to ₱5,000,000 | ₱5,000,000 |
| Above ₱5,000,000 | Amount equal to the ACS |
5. Management of Nominees and Succession
An OPC is required to maintain a Nominee and an Alternate Nominee who will take over the corporation in the event of the single stockholder’s death or incapacity.
- Mandatory Update: Any change in the nominee or alternate nominee requires an amendment to the Articles of Incorporation and a subsequent report to the SEC.
- Incapacity/Death Report: If the single stockholder dies, the nominee must notify the SEC within sixty (60) days.
6. Summary of Penalties and Sanctions
The SEC has shifted toward a more proportionate penalty framework for OPCs to encourage compliance among small businesses. However, "Non-filing" (defined as a delay exceeding one year) is treated severely:
- Non-filing of AFS: Penalties range from ₱10,000 to ₱27,000 per offense.
- Non-filing of GIS: Can lead to the corporation being placed under "Delinquent Status." If the delinquency remains uncured for two years, the SEC may revoke the Certificate of Registration.
- Revocation: Once revoked, the corporation loses its legal capacity to enter into contracts or sue in court, and the single stockholder may be held personally liable for corporate debts.
7. The "Renewal" Checklist Beyond the SEC
While the SEC registration is perpetual, the term "renewal" in the Philippine context usually refers to these auxiliary requirements:
- LGU Business Permit: Must be renewed with the City or Municipality by January 20 each year.
- BIR Registration: While the ₱500 Annual Registration Fee was abolished by the Ease of Paying Taxes (EOPT) Act, corporations must still ensure their Books of Accounts are updated and their Annual Income Tax Returns (AITR) are filed by April 15.
- Naming Convention: The OPC must ensure all business letterheads, receipts, and contracts bear the "OPC" suffix. Failure to do so may result in the stockholder losing their limited liability protection.