A Legal Article in the Philippine Context

I. Introduction

A One Person Corporation, or OPC, is a corporation with a single stockholder. It was introduced under the Revised Corporation Code of the Philippines to allow a natural person, trust, or estate to form a corporation without the need for multiple incorporators, directors, or stockholders.

Because an OPC has only one stockholder, corporate governance is simplified. There is no traditional board of directors composed of several persons. The single stockholder acts as the sole director and president, subject to legal restrictions and compliance requirements.

However, simplified structure does not mean relaxed financial accountability. An OPC remains a corporation. It must keep proper books, prepare financial statements, file required reports with government agencies, pay taxes, and comply with corporate disclosure rules. One important document connected with corporate financial reporting is the Statement of Management Responsibility, commonly called the SMR.

The SMR is a written declaration attached to financial statements. It states that management is responsible for the preparation and fair presentation of the financial statements, the adoption of sound accounting policies, the maintenance of internal controls, and the prevention and detection of fraud and error. For ordinary corporations, the SMR is usually signed by responsible officers such as the chairperson, chief executive officer, chief financial officer, treasurer, or other authorized corporate officers.

For an OPC, the question is: who signs the SMR, and what are the requirements when there is only one stockholder and no multi-member board?

This article discusses the legal basis, practical requirements, signatories, form, substance, filing context, and compliance considerations for Statements of Management Responsibility of One Person Corporations in the Philippines.

II. What Is a Statement of Management Responsibility?

A Statement of Management Responsibility is a formal declaration by company management that accompanies the financial statements of a reporting entity.

It generally confirms that:

Management is responsible for the preparation and fair presentation of the financial statements.
The financial statements were prepared in accordance with the applicable financial reporting framework.
Management selected and applied appropriate accounting policies.
Management made reasonable accounting estimates.
Management designed and maintained internal controls relevant to financial reporting.
Management is responsible for safeguarding assets.
Management is responsible for preventing and detecting fraud and error.
The financial statements are fairly presented and free from material misstatement, to the best of management’s knowledge.
External auditors are responsible for expressing an opinion, if the financial statements are audited.

The SMR is not merely a formality. It identifies who accepts responsibility for the financial statements. It is a governance, accountability, and compliance document.

III. Why the SMR Matters

The SMR matters because financial statements are used by regulators, tax authorities, creditors, banks, investors, contracting parties, suppliers, courts, and other stakeholders. Even in an OPC, the financial statements may affect:

tax compliance;
SEC reportorial compliance;
bank account opening and loan applications;
government accreditation;
procurement eligibility;
business permits;
credit applications;
investor or creditor evaluation;
corporate transparency;
liability analysis;
proof of separate juridical personality;
estate and succession planning;
audits and investigations.

An OPC has limited liability, but that limited liability depends on respecting the corporation as a separate juridical person. Proper financial reporting helps show that the OPC is not merely an alter ego, dummy, or personal extension of the single stockholder.

IV. Legal Nature of an OPC

An OPC is a stock corporation with a single stockholder. It has a separate juridical personality from its single stockholder, once properly incorporated. It can own property, enter contracts, sue and be sued, incur obligations, and conduct business in its corporate name.

However, because the OPC has only one stockholder, the law imposes special governance rules, such as:

the single stockholder is the sole director and president;
the OPC must appoint a treasurer, corporate secretary, and other necessary officers;
the single stockholder may not act as corporate secretary;
the single stockholder may act as treasurer, subject to submission of a bond and written undertaking when required;
the OPC must designate a nominee and alternate nominee;
corporate acts are usually recorded in written minutes or resolutions by the single stockholder.

This structure affects SMR signing because the usual board and officer configuration is modified.

V. Is an OPC Required to Submit Financial Statements?

Yes, an OPC is generally required to submit financial statements and comply with SEC reportorial requirements, subject to applicable thresholds and rules.

An OPC may be required to submit:

annual financial statements;
audited financial statements, if applicable;
general information sheet or equivalent reportorial filing;
tax returns and attachments;
books of account;
other reports required by law or regulation.

The specific form of financial statements and whether an audit is required depends on factors such as:

gross sales or receipts;
total assets;
paid-up capital;
whether the corporation is regulated;
whether it holds secondary licenses;
whether it is covered by special industry rules;
whether it is required by the SEC, BIR, or another regulator to submit audited statements.

When financial statements are submitted, the SMR is commonly required as part of the financial statement package.

VI. SMR in SEC Filings

Corporations that file financial statements with the Securities and Exchange Commission commonly attach an SMR to those financial statements.

For an OPC, the SMR should identify the management responsible for the financial statements. Since an OPC does not have a traditional board of directors, the statement should be signed by the appropriate officer or officers who legally and practically assume responsibility for financial reporting.

The usual signatories may include:

The single stockholder, acting as sole director and president;
The treasurer;
The chief finance officer, if one exists;
The authorized representative, if properly empowered;
Other responsible officers required by applicable regulations or reporting standards.

The exact signatories may depend on SEC filing requirements, auditor practice, financial statement format, and the OPC’s own officer appointments.

VII. SMR in BIR Filings

Financial statements are also relevant for tax compliance. Corporations generally file income tax returns and attach financial statements when required. Audited financial statements may be required under tax rules depending on gross sales, receipts, earnings, or other thresholds.

For tax purposes, the financial statements support:

income tax return;
gross sales or receipts;
deductible expenses;
cost of sales or services;
assets and liabilities;
capital structure;
related-party transactions;
withholding tax compliance;
value-added tax or percentage tax reporting;
documentary stamp tax implications;
accumulated earnings or retained earnings;
tax audit defense.

The SMR attached to financial statements used for tax filing is significant because it is management’s declaration that the statements are management’s responsibility. It does not shift management’s tax responsibilities to the external auditor.

VIII. Who Signs the SMR for an OPC?

The central issue is determining the proper signatories.

A. Single Stockholder as Sole Director and President

In an OPC, the single stockholder is the sole director and president. Because the president is the principal executive officer, the single stockholder normally signs the SMR in that capacity.

The signature block may state:

[Name] Single Stockholder / Sole Director / President

This identifies the person as the main management authority of the OPC.

B. Treasurer

The treasurer is responsible for financial custody and is commonly a signatory to financial statements or the SMR. If the OPC has a treasurer separate from the single stockholder, that treasurer should usually sign.

The signature block may state:

[Name] Treasurer

C. Single Stockholder Also Acting as Treasurer

An OPC single stockholder may be appointed as treasurer, subject to legal conditions. If the same person is both single stockholder-president and treasurer, the SMR may be signed by the same person in multiple capacities, if allowed and appropriate.

The signature block may state:

[Name] Single Stockholder / Sole Director / President / Treasurer

However, because the law may require a bond and written undertaking when the single stockholder acts as treasurer, the OPC should ensure that this appointment is properly documented.

D. Chief Finance Officer or Accountant

If the OPC has appointed a chief finance officer, finance manager, controller, or equivalent officer, that person may also sign depending on company practice, auditor requirement, or regulator expectation.

However, an external bookkeeper or accountant should not sign as management unless properly appointed as an officer or authorized representative. External accountants prepare or assist with records, but management remains responsible.

E. Corporate Secretary

The corporate secretary may certify corporate resolutions and records. However, the corporate secretary is not always a primary SMR signatory unless specifically required or authorized. In an OPC, the single stockholder cannot be the corporate secretary.

The corporate secretary may be involved in preparing the supporting written resolutions or certifications authorizing the financial statements.

IX. May the External Auditor Sign the SMR?

No. The SMR is a management document. It is signed by management, not by the external auditor.

The external auditor’s role is different. The auditor examines the financial statements and issues an independent auditor’s report. The auditor does not assume management’s responsibility for preparing the financial statements.

The SMR typically distinguishes between:

management’s responsibility to prepare and fairly present the financial statements; and
the auditor’s responsibility to express an opinion based on an audit.

If an auditor signs or appears to assume management responsibility, independence issues may arise.

X. May the Bookkeeper Sign the SMR?

A bookkeeper may assist in recording transactions and preparing accounting schedules, but the bookkeeper should not ordinarily sign the SMR unless the bookkeeper is also a duly authorized officer responsible for management decisions.

The fact that a bookkeeper prepared the records does not relieve the OPC’s officers from responsibility. The SMR is not a statement that the accountant encoded the books; it is a statement that management accepts responsibility for the financial statements.

XI. May an Authorized Representative Sign the SMR?

An authorized representative may sign only if properly authorized and if such signing is acceptable for the particular filing. The authorization should be documented through a written resolution or written consent of the single stockholder.

However, because the SMR is a statement of management responsibility, it is usually better for the president and treasurer to sign personally. Delegating the signature to a representative may be questioned if it appears that management is avoiding responsibility.

XII. Form of the SMR for an OPC

There is no single universal wording used by all OPCs. However, an SMR should be clear, complete, and consistent with Philippine reporting practice.

A proper SMR for an OPC should include:

Name of the OPC;
Reporting period;
Statement that management is responsible for the financial statements;
Statement that the financial statements were prepared in accordance with the applicable financial reporting framework;
Statement about accounting policies and estimates;
Statement about internal controls;
Statement about safeguarding assets;
Statement about prevention and detection of fraud and error;
Statement that the external auditor is responsible for expressing an opinion, if audited;
Date and place of signing;
Names, titles, and signatures of responsible officers.

XIII. Sample Statement of Management Responsibility for an OPC

STATEMENT OF MANAGEMENT RESPONSIBILITY FOR FINANCIAL STATEMENTS

The management of [Name of One Person Corporation] is responsible for the preparation and fair presentation of the financial statements, including the schedules attached therein, for the year ended [date], in accordance with the applicable financial reporting framework in the Philippines.

Management is responsible for designing, implementing, and maintaining internal controls relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Management is also responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances.

The financial statements have been prepared by management in accordance with the books and records of the corporation. Management confirms that the financial statements fairly present, in all material respects, the financial position, financial performance, and cash flows of the corporation for the period covered.

The external auditor, [name of auditor or audit firm], has examined the financial statements in accordance with Philippine Standards on Auditing and has expressed an opinion thereon in the attached Independent Auditor’s Report.

Signed this [date] at [place].

[Name] Single Stockholder / Sole Director / President TIN: [optional, if required]

[Name] Treasurer TIN: [optional, if required]

If the single stockholder is also the treasurer:

[Name] Single Stockholder / Sole Director / President / Treasurer TIN: [optional, if required]

XIV. Must the SMR Be Notarized?

In practice, SMRs attached to financial statements are often signed and may be notarized depending on the filing requirement, auditor practice, or documentary standards requested by the receiving office.

Notarization strengthens the evidentiary character of the document because it converts the document into a public document. However, whether notarization is mandatory depends on the applicable filing rules and the agency or office requiring the submission.

For corporate compliance, it is prudent to execute the SMR properly, sign it by the authorized officers, and notarize it when required or when the document will be submitted to regulators, banks, or government offices.

XV. Relationship Between SMR and Audited Financial Statements

When financial statements are audited, the SMR and the Independent Auditor’s Report serve different purposes.

SMR

The SMR is management’s declaration of responsibility.

Independent Auditor’s Report

The auditor’s report states the auditor’s opinion on whether the financial statements are fairly presented in accordance with the applicable framework.

The audit does not replace management responsibility. Even if the external auditor prepared adjusting entries or assisted in financial statement presentation, the OPC’s management remains responsible for the financial statements.

XVI. The OPC’s Accounting Framework

An OPC must prepare financial statements using the applicable accounting framework in the Philippines. The appropriate framework may depend on the size, nature, and regulatory classification of the corporation.

Possible frameworks include:

Philippine Financial Reporting Standards;
Philippine Financial Reporting Standard for Small and Medium-sized Entities;
Philippine Financial Reporting Standard for Small Entities;
other applicable framework allowed or required by regulators.

The SMR should refer to the applicable framework used in the financial statements. It should not state compliance with a framework that the OPC did not actually apply.

XVII. Internal Controls in an OPC

The SMR usually refers to internal control. In an OPC, internal control can be challenging because there is only one stockholder and often a small management team. There may be no segregation between ownership, management, and finance.

Still, the OPC should maintain reasonable controls, such as:

separate corporate bank account;
proper invoicing;
official receipts or invoices;
bookkeeping system;
approval process for expenses;
supporting documents for disbursements;
inventory records, if applicable;
payroll records;
tax records;
asset register;
bank reconciliation;
documentation of related-party transactions;
separation between personal and corporate funds;
written resolutions for major corporate acts;
retention of contracts and receipts.

The SMR should not be treated as empty boilerplate. If the OPC states that it maintains internal controls, it should have actual practices supporting that statement.

XVIII. Separation of Personal and Corporate Finances

For an OPC, separation of personal and corporate finances is especially important.

Because there is only one stockholder, regulators, creditors, and courts may examine whether the OPC is truly operated as a separate corporation. Poor financial separation can create risks such as:

tax assessments;
disallowed expenses;
difficulty proving corporate transactions;
piercing the corporate veil arguments;
personal liability concerns;
audit qualifications;
bank compliance issues;
suspicion of undeclared income;
related-party transaction issues.

The SMR reinforces the idea that the financial statements reflect the corporation’s own financial position, not the personal finances of the single stockholder.

XIX. Piercing the Corporate Veil and Financial Reporting

An OPC has separate juridical personality, but this protection may be disregarded in cases of fraud, misuse, or when the corporation is merely an alter ego of the stockholder.

Improper financial reporting may support allegations that the OPC is not being treated as a separate entity.

Risk indicators include:

using the OPC bank account for personal expenses;
no books of account;
no financial statements;
no documentation of loans or advances;
no separation of corporate assets;
unexplained withdrawals;
personal debts paid by the corporation;
corporate debts paid personally without accounting entries;
no written records of major decisions;
tax filings inconsistent with financial statements.

A properly prepared SMR, supported by accurate books and records, helps demonstrate corporate discipline.

XX. Treasurer’s Role in an OPC SMR

The treasurer is a key officer in financial reporting. The treasurer’s functions may include:

custody of corporate funds;
financial record monitoring;
bank account oversight;
payment authorization;
capital verification;
coordination with accountants and auditors;
tax payment coordination;
financial statement review.

If the treasurer signs the SMR, the treasurer should actually review the financial statements before signing. Signing without review may expose the treasurer to administrative, civil, or even criminal risk if the statements are false or misleading.

XXI. Single Stockholder Acting as Treasurer

The Revised Corporation Code allows the single stockholder to perform certain roles, but not all. The single stockholder may act as treasurer, subject to safeguards.

Where the single stockholder also acts as treasurer, the person should ensure that:

The appointment is reflected in corporate records;
Any required bond is secured;
Any required undertaking is executed;
The corporation maintains separate funds;
Personal and corporate money are not commingled;
Financial statements are reviewed carefully;
SMR signature reflects the correct capacities.

The fact that one person signs in several capacities does not invalidate the SMR if the corporate structure legally permits that person to hold those offices and the filing rules accept it.

XXII. Corporate Secretary’s Supporting Role

Although the single stockholder cannot be the corporate secretary, the corporate secretary plays an important compliance role. The corporate secretary may:

maintain the minutes book;
record single stockholder decisions;
certify officer appointments;
keep corporate records;
assist in SEC filings;
certify resolutions approving financial statements;
keep copies of the SMR and financial statements.

For an OPC, written records are important because there are no board meetings in the traditional sense. A written resolution approving the financial statements may support the SMR.

XXIII. Approval of Financial Statements by the OPC

For a traditional corporation, financial statements may be reviewed by management and approved by the board. In an OPC, approval is usually documented through a written action or resolution by the single stockholder acting as sole director.

A practical resolution may state:

the financial statements for the year ended a certain date have been reviewed;
the president and treasurer are authorized to sign the SMR;
the financial statements are approved for filing with the SEC, BIR, and other agencies;
the external auditor’s report is noted;
the corporate secretary is authorized to keep and certify the record.

This written action helps create a corporate trail.

XXIV. Sample Written Resolution Approving Financial Statements

WRITTEN RESOLUTION OF THE SINGLE STOCKHOLDER / SOLE DIRECTOR OF [NAME OF OPC]

I, [Name], Filipino/of legal age, the single stockholder and sole director of [Name of OPC], hereby approve the financial statements of the corporation for the year ended [date].

The President and Treasurer of the corporation are authorized to sign the Statement of Management Responsibility and other documents necessary for filing the financial statements with the Securities and Exchange Commission, Bureau of Internal Revenue, and other concerned offices.

The Corporate Secretary is directed to record this written resolution in the minutes book of the corporation.

Signed this [date] at [place].

[Name] Single Stockholder / Sole Director

XXV. Common Errors in OPC SMRs

OPCs often make mistakes in SMRs because they copy templates designed for ordinary corporations.

Common errors include:

Referring to “Board of Directors” when the OPC has only a sole director;
Using “Chairman of the Board” when there is none;
Listing multiple directors who do not exist;
Failing to identify the single stockholder’s capacities;
Allowing the external accountant to sign as management;
Omitting the treasurer;
Using outdated company name or old address;
Referring to the wrong reporting period;
Stating the wrong accounting framework;
Failing to attach the SMR to the financial statements;
Not matching the SMR with the auditor’s report date;
Signing by unauthorized persons;
Not reflecting officer appointments in corporate records;
Forgetting that the single stockholder cannot be corporate secretary;
Using personal TINs or addresses inconsistently;
Filing financial statements that do not match tax returns.

These errors may cause filing rejection, audit issues, or compliance problems.

XXVI. SMR and the General Information Sheet

The SMR is separate from the General Information Sheet or OPC equivalent information report. However, the two should be consistent.

The names and titles in the SMR should match the company’s current officer records. If the GIS or SEC records show a different treasurer or corporate secretary, the discrepancy should be corrected or explained.

Consistency matters because regulators may compare:

Articles of Incorporation;
officer appointments;
General Information Sheet;
financial statements;
SMR;
tax returns;
business permits;
bank documents.

XXVII. SMR and Tax Return Consistency

Financial statements filed with the SEC should generally be consistent with financial statements and tax returns filed with the BIR.

Problems may arise where:

gross revenue differs without explanation;
net income differs;
assets and liabilities are inconsistent;
tax expense does not reconcile;
related-party transactions are omitted;
retained earnings do not roll forward;
capital accounts differ;
officer compensation is inconsistently reported;
books of account do not match filings.

The SMR makes management responsible for these statements. Therefore, an OPC should review consistency before signing and filing.

XXVIII. SMR and Related-Party Transactions

An OPC often has transactions with its single stockholder, such as:

advances from stockholder;
loans to stockholder;
reimbursement of expenses;
use of personal property by corporation;
rent paid to stockholder;
management fees;
salaries;
dividends;
capital contributions;
asset transfers.

These transactions should be properly recorded and disclosed when required. Failure to account for related-party transactions can make the financial statements misleading.

The SMR covers the fairness of financial statement presentation, so management should ensure related-party balances are accurate and supported.

XXIX. SMR and Dividends

An OPC may declare dividends if legally allowed and if there are unrestricted retained earnings, subject to applicable rules.

Financial statements are relevant to determining whether dividends are lawful. The SMR becomes important because management’s responsibility includes accurate presentation of retained earnings and financial condition.

Improper dividends may expose the corporation and responsible officers to liability, especially if paid despite lack of retained earnings, insolvency, unpaid taxes, or creditor prejudice.

XXX. SMR and Capital Contributions

An OPC must properly record capital contributions. The single stockholder should avoid treating capital contributions, advances, loans, and income interchangeably.

The financial statements should distinguish among:

paid-in capital;
additional paid-in capital;
advances from stockholder;
loans payable to stockholder;
revenue;
deposits;
liabilities.

The SMR confirms management’s responsibility for these classifications. Wrong classification can affect tax treatment, equity, solvency, and legal compliance.

XXXI. SMR and Going Concern

Management is responsible for assessing whether the corporation can continue as a going concern. This is relevant when the OPC has:

recurring losses;
negative equity;
unpaid debts;
tax liabilities;
litigation;
loss of major customers;
liquidity problems;
dependence on stockholder advances;
ceased operations.

If there is substantial doubt about going concern, financial statements may require disclosure. Signing an SMR without considering going concern may be risky.

XXXII. SMR and Fraud Prevention

The SMR normally states that management is responsible for preventing and detecting fraud and error.

In an OPC, fraud risk may include:

fake invoices;
unrecorded sales;
personal expenses booked as corporate expenses;
understatement of revenue;
payroll padding;
unauthorized withdrawals;
tax evasion;
fictitious suppliers;
failure to remit withholding taxes;
concealment of liabilities;
related-party abuses.

Because one person may control the corporation, internal controls should be intentionally designed rather than assumed.

XXXIII. Penalties and Consequences for Non-Compliance

Failure to file proper financial statements or filing defective documents may result in consequences such as:

SEC penalties;
late filing penalties;
non-acceptance of filings;
suspension or revocation risks in serious cases;
BIR penalties;
tax assessments;
compromise penalties;
audit exposure;
difficulty securing certificates of good standing;
problems with banks and creditors;
disqualification from bids or accreditations;
personal accountability for false statements;
reputational harm.

If the SMR is false or misleading, responsible signatories may face additional exposure depending on the nature of the misstatement.

XXXIV. Can Failure to Submit SMR Affect Corporate Good Standing?

Yes. If financial statements are incomplete or non-compliant, the corporation may have difficulty maintaining good standing or obtaining regulatory clearances. A missing or defective SMR may cause filing issues, especially where the receiving system or office requires it as part of the financial statement package.

For an OPC, good standing is important for:

business expansion;
bank financing;
investor review;
government contracts;
license renewals;
visa or immigration-related business records;
sale of business;
corporate amendments;
voluntary dissolution;
tax clearance.

XXXV. Best Practices for OPCs Preparing SMRs

An OPC should adopt the following practices:

Maintain separate corporate books.
Use a corporate bank account.
Keep official receipts, invoices, contracts, and vouchers.
Appoint and document officers properly.
Keep written resolutions of the single stockholder.
Ensure the treasurer appointment is compliant.
Review financial statements before signing.
Confirm consistency between SEC and BIR filings.
Use the correct accounting framework.
Avoid templates referring to a multi-member board.
Sign in correct legal capacities.
Have the SMR notarized when required or prudent.
Keep copies of filed documents and receipts.
Coordinate with an independent auditor when audit is required.
Avoid allowing bookkeepers or consultants to sign as management.
Disclose related-party transactions properly.
Document stockholder advances and reimbursements.
Avoid commingling corporate and personal funds.
Retain records for audit and tax purposes.
Calendar filing deadlines.

XXXVI. Practical SMR Signing Scenarios

Scenario 1: OPC With Separate Treasurer

The single stockholder is the president and sole director. A different person is appointed treasurer.

Recommended SMR signatories:

Single Stockholder / Sole Director / President;
Treasurer.

Scenario 2: Single Stockholder Is Also Treasurer

The single stockholder is also appointed treasurer and has complied with legal requirements.

Recommended SMR signatory:

Single Stockholder / Sole Director / President / Treasurer.

Additional supporting documents should show the treasurer appointment and compliance with bond or undertaking requirements, when applicable.

Scenario 3: OPC Has a Finance Manager

The OPC has a president, treasurer, and finance manager.

Possible signatories:

President;
Treasurer;
Finance Manager or CFO, if authorized and appropriate.

Scenario 4: External Accountant Prepared the Statements

The accountant prepared the financial statements but is not an officer.

Recommended signatories:

President;
Treasurer.

The accountant should not sign as management unless duly appointed and authorized.

Scenario 5: Filing Through an Authorized Representative

A representative submits the filing online or physically.

The representative may file or upload documents, but the SMR should still be signed by management.

XXXVII. Interaction With Online Filing Systems

SEC and BIR filings may be submitted through electronic systems depending on the applicable filing process. Even when submission is electronic, the underlying SMR must be properly executed.

The OPC should ensure:

scanned copies are clear;
signatures are complete;
names and titles match records;
financial statements are complete;
auditor’s report is attached when required;
filing reference numbers and confirmations are saved;
original signed copies are retained.

Electronic filing does not eliminate management responsibility.

XXXVIII. SMR for Unaudited Financial Statements

If the OPC is not required to submit audited financial statements, management may still prepare financial statements and sign a responsibility statement where required.

The language should be adjusted. It should not refer to an external auditor’s opinion if there was no audit.

A simplified ending may state:

“The financial statements have not been audited by an independent external auditor. Management remains responsible for their preparation and fair presentation in accordance with the applicable financial reporting framework.”

Care should be taken not to imply audit assurance where none exists.

XXXIX. SMR for Audited Financial Statements

If financial statements are audited, the SMR should be dated and signed in connection with the audited financial statements. It should identify management responsibility and auditor responsibility.

The SMR should not contradict the auditor’s report. For example:

the reporting period should match;
the accounting framework should match;
the company name should match;
the date should be reasonable relative to the auditor’s report date;
management signatories should be current officers.

XL. SMR and Officer Changes

If the OPC changed treasurer, president, nominee, or other officers during the year, the SMR should be signed by the officers responsible at the time of approval and filing, unless otherwise required.

The OPC should maintain documents showing:

date of resignation;
date of appointment;
written consent;
SEC updates, if required;
handover of financial records;
authorization to sign financial statements.

A former officer should not sign unless still authorized or required for a specific period and legally appropriate.

XLI. SMR and Nominee or Alternate Nominee

An OPC must designate a nominee and alternate nominee who may take over management in case of death or incapacity of the single stockholder, subject to law and the articles of incorporation.

The nominee or alternate nominee is not automatically the SMR signatory while the single stockholder is alive and capable. However, if the nominee has validly assumed management due to the single stockholder’s death or incapacity, then the authority to approve and sign financial reporting documents must be evaluated based on the OPC records and applicable law.

In such cases, legal guidance is advisable because authority to sign may affect validity of filings.

XLII. SMR After Death or Incapacity of Single Stockholder

If the single stockholder dies or becomes incapacitated before financial statements are signed, complications may arise. The nominee, alternate nominee, estate representative, treasurer, corporate secretary, and legal heirs may be involved.

Issues may include:

who has authority to manage the OPC;
whether the nominee has assumed functions;
whether succession to shares has been settled;
whether the treasurer remains in office;
whether filings can be made pending estate proceedings;
whether the corporation continues operations;
whether financial statements can be approved.

An OPC should keep nominee provisions updated and ensure that corporate records clearly address succession and continuity.

XLIII. SMR and Dormant OPCs

A dormant or non-operating OPC may still have filing obligations unless properly dissolved, suspended, or otherwise exempted. A corporation with no operations may still need to file financial statements showing no activity or minimal activity, depending on applicable rules.

The SMR remains relevant because management is still responsible for the accuracy of the financial statements, even if they show no revenue.

Common issues for dormant OPCs include:

failure to file zero or no-operation returns;
failure to maintain books;
penalties accumulating over time;
bank charges or small transactions not recorded;
unpaid annual registration or local permit obligations;
confusion between non-operation and dissolution.

A non-operating OPC should not ignore reportorial requirements.

XLIV. SMR and Dissolution or Closure

If an OPC is closing, dissolving, or ceasing operations, financial statements and management responsibility remain important.

The OPC may need to prepare financial statements for:

tax clearance;
liquidation;
settlement of creditors;
distribution of remaining assets;
cancellation of registrations;
SEC dissolution;
BIR closure;
local government closure;
bank account closure.

The SMR may be attached to final or interim financial statements and signed by authorized management.

XLV. Checklist Before Signing an OPC SMR

Before signing, the single stockholder, president, and treasurer should confirm:

The financial statements are for the correct year.
The company name is exactly correct.
The SEC registration details match corporate records.
The accounting framework is correctly stated.
The figures match books and tax filings.
Bank balances are reconciled.
Revenue is complete.
Expenses are supported.
Assets are documented.
Liabilities are complete.
Stockholder advances are properly classified.
Related-party transactions are recorded.
Taxes payable are reviewed.
Payroll and withholding taxes are reconciled.
Capital accounts are correct.
Notes to financial statements are complete.
Auditor adjustments are reviewed.
The auditor’s report matches the final statements.
The SMR signatories are current officers.
The document is dated, signed, and notarized if required.

XLVI. Sample OPC SMR With Single Stockholder as Treasurer

STATEMENT OF MANAGEMENT RESPONSIBILITY FOR FINANCIAL STATEMENTS

The management of ABC OPC is responsible for the preparation and fair presentation of the financial statements for the year ended 31 December 20XX, including the additional components attached therein, in accordance with the applicable financial reporting framework in the Philippines.

This responsibility includes designing, implementing, and maintaining internal controls relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Management is also responsible for safeguarding the assets of the corporation and for preventing and detecting fraud and other irregularities.

The financial statements have been prepared in accordance with the books and records of the corporation and fairly present, in all material respects, the financial position, results of operations, changes in equity, and cash flows of the corporation for the period covered.

The independent auditor is responsible for expressing an opinion on these financial statements based on an audit conducted in accordance with Philippine Standards on Auditing.

Signed this ___ day of __________ 20XX at __________, Philippines.

JUAN DELA CRUZ Single Stockholder / Sole Director / President / Treasurer

XLVII. Sample OPC SMR With Separate Treasurer

STATEMENT OF MANAGEMENT RESPONSIBILITY FOR FINANCIAL STATEMENTS

The management of XYZ OPC is responsible for the preparation and fair presentation of the financial statements for the year ended 31 December 20XX, in accordance with the applicable financial reporting framework in the Philippines.

Management is responsible for designing and maintaining internal controls relevant to the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Management is also responsible for selecting and applying appropriate accounting policies, making reasonable accounting estimates, safeguarding corporate assets, and ensuring that transactions are properly authorized and recorded.

The financial statements have been prepared from the books and records of the corporation and fairly present, in all material respects, the financial position and financial performance of the corporation for the period covered.

The independent auditor has examined the financial statements and has expressed an opinion in the attached Independent Auditor’s Report.

Signed this ___ day of __________ 20XX at __________, Philippines.

MARIA SANTOS Single Stockholder / Sole Director / President

PEDRO REYES Treasurer

XLVIII. Frequently Asked Questions

1. Does an OPC need an SMR?

If the OPC is submitting financial statements where an SMR is required or expected, yes. As a corporation, an OPC remains subject to reportorial and financial accountability requirements.

2. Who signs the SMR of an OPC?

Usually the single stockholder acting as sole director and president, and the treasurer. If the single stockholder is also the treasurer, the same person may sign in both capacities if properly appointed and compliant.

3. Can the corporate secretary sign the SMR?

The corporate secretary may certify corporate records, but the SMR is normally signed by management officers responsible for financial statements, such as the president and treasurer.

4. Can the single stockholder be the corporate secretary?

No. In an OPC, the single stockholder may not be the corporate secretary.

5. Can the single stockholder be the treasurer?

Yes, subject to legal requirements such as bond and written undertaking when applicable.

6. Can the external auditor sign the SMR?

No. The SMR is signed by management. The external auditor signs the independent auditor’s report.

7. Is notarization required?

It depends on the filing requirement and receiving office practice. Notarization is often prudent and may be required for certain submissions.

8. What if the OPC has no operations?

A non-operating OPC may still have reportorial obligations. If financial statements are filed, the SMR should accurately state management responsibility for those statements.

9. What happens if the SMR contains the wrong title?

It may cause filing issues or questions. The SMR should not copy templates referring to a board chairperson or multiple directors if the company is an OPC.

10. Is the SMR enough to prove compliance?

No. The SMR is only one document. The OPC must also maintain books, file returns, pay taxes, keep corporate records, and comply with SEC, BIR, and other applicable requirements.

XLIX. Practical Compliance Checklist for OPCs

An OPC preparing annual filings should maintain:

Item	Purpose
Articles of Incorporation	Establishes OPC structure
Officer appointments	Shows authority of president, treasurer, secretary
Treasurer bond or undertaking	Supports treasurer compliance when applicable
Books of account	Basis of financial statements
Bank statements	Supports cash balances
Invoices and receipts	Supports revenue and expenses
Contracts	Supports obligations and transactions
Tax returns	Confirms tax reporting
Audited financial statements	Required when audit threshold applies
SMR	Management responsibility declaration
Written resolution	Approval of financial statements
SEC filing confirmation	Proof of reportorial compliance
BIR filing confirmation	Proof of tax filing
Corporate records book	Preserves corporate decisions

L. Conclusion

A One Person Corporation may have a simplified ownership and governance structure, but it remains a corporation with full responsibility for truthful and compliant financial reporting. The Statement of Management Responsibility is a key document because it identifies management’s accountability for the financial statements.

For an OPC, the SMR should normally be signed by the single stockholder acting as sole director and president, together with the treasurer. If the single stockholder is also the treasurer, the same individual may sign in multiple capacities, provided the appointment and legal requirements are properly documented. The corporate secretary may assist in maintaining records and certifying resolutions, but the SMR itself is a management responsibility document. The external auditor should not sign it as management.

The best practice is to prepare an OPC-specific SMR, avoid templates designed for ordinary multi-director corporations, maintain separate corporate records and finances, document approval of financial statements through a written resolution, and ensure consistency across SEC, BIR, accounting, and corporate records.

For an OPC, proper SMR compliance is not merely paperwork. It helps preserve corporate separateness, support tax and regulatory compliance, strengthen financial credibility, and reduce the risk of personal liability, penalties, or disputes.