I. Introduction

A One Person Corporation, or OPC, is a corporation with a single stockholder. It was introduced into Philippine corporate law under the Revised Corporation Code to make incorporation available to sole entrepreneurs, professionals, investors, and single-owner businesses without requiring the old minimum number of incorporators.

Although an OPC has only one stockholder, it remains a corporation. It has a separate juridical personality, must keep corporate records, must comply with reportorial requirements, and must submit financial statements when required by law and regulation.

One important compliance document connected with financial reporting is the Statement of Management Responsibility, commonly referred to as the SMR. The SMR is a written declaration by management acknowledging responsibility for the preparation and fair presentation of the corporation’s financial statements. For a One Person Corporation, the SMR has special practical importance because the corporation has only one stockholder, and corporate governance roles are simplified but not eliminated.

This article discusses the nature, purpose, signatories, contents, legal basis, filing context, and compliance issues involving the Statement of Management Responsibility for One Person Corporations in the Philippine setting.

II. What Is a Statement of Management Responsibility?

A Statement of Management Responsibility is a formal written statement attached to or submitted with a corporation’s financial statements. It states that management is responsible for preparing and presenting the financial statements in accordance with the applicable financial reporting framework.

In ordinary terms, the SMR tells regulators, stockholders, creditors, and the public that the corporation’s management accepts responsibility for the financial statements and the related accounting records.

The SMR generally confirms that management is responsible for:

Preparing the financial statements;
Selecting and applying appropriate accounting policies;
Making reasonable and prudent accounting estimates;
Maintaining adequate accounting records;
Establishing and maintaining internal controls;
Safeguarding corporate assets;
Preventing and detecting fraud and other irregularities;
Ensuring that the financial statements fairly present the corporation’s financial condition and results of operations.

For a One Person Corporation, the same principles apply, subject to the OPC’s unique governance structure.

III. Why the SMR Matters

The SMR is not a mere ceremonial attachment. It serves important legal and regulatory functions.

First, it identifies who is accountable for the financial statements. Financial statements are not only the work of the external auditor or accountant. Management remains primarily responsible for the books, records, transactions, disclosures, and financial presentation.

Second, it supports regulatory accountability. When a corporation files financial statements with the Securities and Exchange Commission, the Bureau of Internal Revenue, banks, creditors, or other agencies, the SMR helps establish that responsible corporate officers have reviewed and accepted the financial reports.

Third, it discourages the improper shifting of blame to accountants or auditors. External auditors may express an opinion on audited financial statements, but management cannot avoid responsibility by claiming that the auditor prepared or reviewed the reports.

Fourth, in case of misstatements, fraud, concealment, or regulatory violations, the SMR may become relevant evidence in determining who approved or stood behind the financial statements.

IV. One Person Corporations Under Philippine Law

An OPC is a corporation with a single stockholder. The single stockholder may be a natural person, trust, or estate, subject to restrictions under applicable law.

Unlike an ordinary stock corporation, an OPC does not require multiple incorporators, directors, or stockholders. The single stockholder is generally the sole director and president of the OPC.

However, an OPC must still appoint certain officers. The Revised Corporation Code requires an OPC to have:

A single stockholder who acts as sole director and president;
A corporate secretary;
A treasurer;
A nominee and alternate nominee;
Other officers as may be required or allowed.

The single stockholder cannot be the corporate secretary. The single stockholder may act as treasurer, subject to legal requirements, including the giving of a bond in favor of the Securities and Exchange Commission when applicable.

This simplified structure affects who signs the SMR and who bears management responsibility.

V. Does an OPC Need a Statement of Management Responsibility?

Yes, when an OPC is required to submit financial statements, the financial statements will generally need to be accompanied by a Statement of Management Responsibility, particularly where the statements are audited or submitted to regulatory authorities.

An OPC is not exempt from financial reporting merely because it has one stockholder. Its separate juridical personality carries with it obligations to maintain records and comply with reportorial requirements.

Depending on its circumstances, an OPC may need financial statements for:

annual submissions to the Securities and Exchange Commission;
tax filings with the Bureau of Internal Revenue;
audited financial statement requirements;
bank loans and credit applications;
investor or creditor review;
government procurement or accreditation;
license applications or renewals;
internal governance and recordkeeping.

Where audited financial statements are required, the SMR is ordinarily expected as part of the financial statement package.

VI. Legal and Regulatory Context

The SMR requirement exists within the broader Philippine regulatory framework on corporations, accounting, auditing, and reportorial compliance.

Relevant legal and regulatory sources include:

Revised Corporation Code of the Philippines This governs OPC formation, corporate structure, duties of officers, reportorial obligations, and corporate accountability.
Securities and Exchange Commission rules and memoranda The SEC prescribes requirements on financial statements, reportorial filings, forms, deadlines, and supporting documents.
Philippine Financial Reporting Standards or applicable accounting framework The financial statements must be prepared using the proper financial reporting framework applicable to the entity.
Philippine Standards on Auditing These are relevant when financial statements are audited by an independent certified public accountant.
Bureau of Internal Revenue regulations Tax laws and BIR rules may require submission of financial statements or audited financial statements depending on gross sales, receipts, or other thresholds.
Rules on corporate officers and accountability The persons signing the SMR may incur administrative, civil, or criminal consequences if they knowingly certify false, misleading, or fraudulent financial statements.

VII. Who Signs the SMR for an OPC?

For ordinary corporations, the SMR is usually signed by the chairperson of the board, chief executive officer, chief finance officer, treasurer, or other responsible officers, depending on SEC-prescribed forms and applicable requirements.

For a One Person Corporation, the governance structure is different. The single stockholder is usually the sole director and president. The OPC must also have a treasurer and corporate secretary.

In practice, the SMR for an OPC is commonly signed by the responsible management officers, particularly:

The single stockholder acting as president or sole director, and
The treasurer or officer responsible for finance, where required or applicable.

If the single stockholder is also the treasurer, the same person may be signing in more than one capacity, subject to OPC rules and SEC requirements. If a separate treasurer is appointed, the treasurer may sign in that capacity.

The corporate secretary is generally responsible for corporate records and minutes, but the corporate secretary is not usually the primary financial management signatory unless also holding a relevant management position.

The exact signatories may depend on the form prescribed by the SEC, the type of financial statements, and the applicable filing rules at the time of submission.

VIII. Special Issue: When the Single Stockholder Is Also Treasurer

An OPC may allow the single stockholder to act as treasurer, but this has legal consequences. When the single stockholder is also treasurer, the individual occupies several roles at once:

sole stockholder;
sole director;
president;
treasurer;
chief decision-maker;
person responsible for corporate assets and books.

In that case, the SMR becomes especially important because the same individual may be personally certifying management responsibility for the financial statements and financial controls.

The single stockholder-treasurer should ensure that:

The accounting records are complete;
Corporate and personal funds are not commingled;
Corporate transactions are properly documented;
Bank accounts are maintained in the corporation’s name;
Expenses are supported by receipts and invoices;
Related-party transactions are properly recorded;
Tax filings match accounting records;
Financial statements are reviewed before signing;
The external accountant or auditor is given complete records;
The SMR is not signed blindly.

The OPC form offers convenience, but it does not excuse poor recordkeeping.

IX. Usual Contents of the SMR

A Statement of Management Responsibility commonly includes declarations that management is responsible for the preparation and fair presentation of the financial statements.

While wording may vary, an SMR usually states that management is responsible for:

1. Preparation and fair presentation

The SMR declares that management prepared the financial statements and that they fairly present the financial position, financial performance, and cash flows of the corporation.

2. Compliance with accounting standards

The SMR states that the financial statements were prepared in accordance with the applicable financial reporting framework, such as Philippine Financial Reporting Standards, PFRS for Small Entities, PFRS for SMEs, or another appropriate framework.

3. Accounting policies

Management confirms responsibility for selecting and applying appropriate accounting policies consistently and properly.

4. Estimates and judgments

Financial statements often involve estimates, such as depreciation, impairment, provisions, bad debts, inventory valuation, useful lives, and accruals. Management confirms that estimates are reasonable and prudent.

5. Internal controls

Management acknowledges responsibility for designing and maintaining internal controls relevant to financial reporting.

6. Prevention and detection of fraud

The SMR typically recognizes management’s responsibility to prevent and detect fraud, errors, and irregularities.

7. Safeguarding of assets

Management confirms responsibility for protecting corporate property, including cash, inventory, receivables, equipment, and other assets.

8. Completeness of records

The SMR indicates that the accounting records are complete and sufficient to support the financial statements.

9. Auditor access

Where financial statements are audited, the SMR may imply or confirm that management provided the auditor with the records, explanations, and information necessary for the audit.

X. Sample General Form of an SMR for an OPC

The following is a general illustrative form. Actual wording should be adjusted to the current SEC-prescribed format, the corporation’s facts, and the advice of the corporation’s accountant or lawyer.

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.

This responsibility includes designing and implementing 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 maintaining adequate accounting records, safeguarding the assets of the corporation, and preventing and detecting fraud and other irregularities.

The financial statements have been prepared under the responsibility and supervision of management and have been approved for issuance by the undersigned.

Signed this ___ day of __________ 20___ in __________, Philippines.

[Name of Single Stockholder] Sole Director and President

[Name of Treasurer, if separate] Treasurer

This sample should not be treated as a substitute for the official form required by the SEC, if one is prescribed for the filing.

XI. Is the SMR the Same as the Auditor’s Report?

No. The SMR and the auditor’s report are different.

The SMR is a statement by management. It says that management is responsible for the financial statements.

The auditor’s report is issued by an independent certified public accountant or auditing firm. It expresses an opinion, or other form of conclusion, on the financial statements based on the audit.

The auditor does not take over management’s responsibility. Even when the auditor assists in presentation, classification, or disclosure, the underlying responsibility for the financial statements remains with management.

For an OPC, this distinction matters because the sole stockholder may assume that the accountant “handled everything.” Legally and practically, management must still understand and approve the financial statements before signing the SMR.

XII. Is the SMR Required for Unaudited Financial Statements?

The SMR is most commonly associated with audited financial statements submitted to regulators. However, corporations may also issue management responsibility statements or certifications for unaudited financial statements, depending on the recipient or purpose.

For example, banks, investors, procurement offices, or licensing bodies may require management-certified financial statements even if no audit is required.

The precise need for an SMR depends on the type of filing, the corporation’s size, the regulatory requirement, and the purpose for which the financial statements are being submitted.

XIII. OPC Reportorial Requirements Related to Financial Statements

A One Person Corporation is subject to reportorial obligations. These may include:

Annual financial statements;
General information-type reports or equivalent corporate information filings;
Appointment or change of nominee and alternate nominee;
Notice of death or incapacity of the single stockholder;
Changes in officers, address, capital structure, or other registered information;
Other reports required by the SEC.

Financial statements are especially important because they demonstrate that the OPC is operating as a real corporation, maintaining separate books, and observing its separate legal personality.

Failure to submit required reports may result in penalties, delinquency status, suspension, revocation, or other regulatory consequences.

XIV. Relationship Between the SMR and the OPC’s Separate Juridical Personality

An OPC has a legal personality separate from its single stockholder. This is one of the main reasons entrepreneurs choose an OPC. However, separate personality must be respected in practice.

The SMR helps reinforce the corporation’s separate existence by confirming that the OPC has its own:

books of account;
assets;
liabilities;
income;
expenses;
financial statements;
management responsibility.

If the single stockholder treats the OPC as a personal wallet, ignores accounting records, pays personal expenses from corporate funds without documentation, or fails to distinguish personal and corporate transactions, the OPC’s separate personality may be questioned in disputes.

The SMR should therefore reflect genuine corporate accounting, not merely paper compliance.

XV. Common Compliance Mistakes by OPCs

1. Treating the OPC like a sole proprietorship

Some single stockholders think that because they own 100% of the corporation, corporate formalities are unnecessary. This is incorrect. An OPC is still a corporation.

2. Commingling personal and corporate funds

Using one bank account for both personal and corporate transactions can create accounting and legal problems.

3. Signing the SMR without reviewing the financial statements

The SMR is a responsibility statement. It should not be signed mechanically.

4. Failing to maintain supporting documents

Receipts, invoices, contracts, payroll records, bank statements, official receipts, and tax returns should support the financial statements.

5. Using the wrong accounting framework

Different entities may be subject to different accounting standards depending on size, public accountability, and regulatory classification.

6. Failing to appoint or properly document officers

An OPC must observe officer requirements, including the roles of corporate secretary and treasurer.

7. Submitting inconsistent reports

Financial statements, income tax returns, VAT or percentage tax filings, withholding tax filings, and SEC reports should not materially contradict each other without explanation.

8. Ignoring related-party transactions

Transactions between the single stockholder and the OPC must be properly recorded, supported, and disclosed when required.

9. Not documenting advances

Amounts taken by or given to the single stockholder should be properly classified as salary, dividends, loans, advances, reimbursement, or other appropriate accounts.

10. Missing deadlines

Late filing may result in penalties and compliance problems.

XVI. The Role of the Treasurer in the SMR

The treasurer is a key officer in financial accountability. The treasurer may be responsible for custody of funds, financial records, disbursements, and financial reporting oversight, depending on the OPC’s internal arrangements.

Where the treasurer signs the SMR, the treasurer should confirm that:

cash balances are accurate;
bank accounts are reconciled;
corporate assets are recorded;
liabilities are complete;
revenues and expenses are properly recognized;
tax obligations are considered;
supporting records exist;
financial statements are not misleading.

If the single stockholder acts as treasurer, these responsibilities are concentrated in one person.

XVII. The Role of the Corporate Secretary

The corporate secretary is not usually the main financial officer, but the corporate secretary remains important in OPC compliance.

The corporate secretary may be responsible for:

keeping corporate records;
recording actions of the single stockholder;
maintaining minutes or written resolutions;
preserving the articles of incorporation and bylaws, if any;
documenting appointment of officers;
keeping nominee and alternate nominee records;
assisting with SEC filings;
ensuring corporate actions are properly recorded.

The corporate secretary cannot be the single stockholder in an OPC. This rule helps preserve at least some separation and independent recordkeeping within the simplified OPC structure.

Although the corporate secretary may not usually sign the SMR, corporate records maintained by the secretary may support the financial statements.

XVIII. Internal Controls for an OPC

Because an OPC has only one stockholder, internal controls may be simpler than in a large corporation. However, internal controls should still exist.

Practical internal controls for an OPC include:

Maintaining a separate corporate bank account;
Requiring documentation for every disbursement;
Using accounting software or a formal ledger;
Keeping official receipts and invoices;
Separating personal and business expenses;
Reconciling bank accounts monthly;
Maintaining inventory records, if applicable;
Documenting loans or advances to the single stockholder;
Keeping contracts and board-equivalent approvals;
Using an independent bookkeeper or accountant;
Reviewing financial reports regularly;
Restricting access to online banking and payment platforms;
Keeping tax filings organized;
Preserving records for the required retention period.

The SMR’s statement about internal controls should correspond to actual practices.

XIX. Financial Reporting Frameworks Applicable to OPCs

An OPC must use the appropriate financial reporting framework. The applicable framework may depend on the entity’s size, industry, public accountability, regulatory classification, and other factors.

Possible frameworks include:

Philippine Financial Reporting Standards;
PFRS for Small and Medium-sized Entities;
PFRS for Small Entities;
other SEC-recognized frameworks, where applicable.

Choosing the wrong framework may result in incorrect measurement, presentation, or disclosure. Management should consult a qualified accountant to determine the proper basis.

XX. Auditor Independence and OPCs

When an OPC is required to submit audited financial statements, the external auditor must be independent. The auditor should not assume management functions that compromise independence.

Management, not the auditor, must:

approve the financial statements;
accept responsibility for accounting policies;
provide complete records;
make management estimates;
evaluate going concern issues;
sign the SMR.

The auditor may propose adjustments or disclosures, but management must decide whether the financial statements are accurate and complete.

XXI. Going Concern Responsibility

The SMR may also be connected with management’s responsibility to assess the corporation’s ability to continue as a going concern.

For an OPC, going concern issues may arise when:

the corporation has recurring losses;
liabilities exceed assets;
cash flow is insufficient;
the single stockholder is funding operations personally;
major customers are lost;
loans are in default;
business permits or licenses are at risk;
operations have stopped;
legal claims threaten the business.

Management should disclose material uncertainties when required by the applicable accounting framework.

XXII. Related-Party Transactions in OPCs

An OPC naturally involves related-party issues because the single stockholder controls the corporation. Common related-party transactions include:

advances by the stockholder to the corporation;
advances by the corporation to the stockholder;
payment of personal expenses;
use of personal property by the corporation;
use of corporate property by the stockholder;
lease of property owned by the stockholder;
management fees;
salaries and bonuses;
dividends;
loans;
asset transfers.

These transactions should be properly documented and recorded. The SMR should not be signed unless management is satisfied that related-party transactions have been accounted for and disclosed where required.

XXIII. Effect of False or Misleading SMR

Signing an inaccurate SMR can have serious consequences.

Possible consequences include:

SEC penalties for defective, false, or misleading filings;
Administrative sanctions against the corporation;
Civil liability to parties who relied on the financial statements;
Tax exposure if financial statements conflict with tax declarations;
Criminal exposure in cases involving fraud, falsification, or deliberate misrepresentation;
Auditor issues, including qualified opinions, adverse opinions, disclaimers, or withdrawal;
Banking and credit consequences, such as loan default or denial;
Damage to corporate credibility.

For an OPC, the risk is highly personal because the responsible officer is often the single stockholder.

XXIV. Can the Single Stockholder Be Personally Liable?

A corporation generally has a personality separate from its stockholder. However, personal liability may arise in exceptional cases.

The single stockholder may face personal consequences if:

they personally commit fraud;
they sign false statements knowingly;
they use the corporation to evade law or obligations;
they commingle personal and corporate assets;
they fail to maintain corporate separateness;
they misuse corporate funds;
they make false certifications to regulators or creditors;
they violate tax, labor, or corporate laws.

The OPC form does not protect intentional wrongdoing. The SMR may become relevant in proving knowledge, participation, or responsibility.

XXV. SMR and Tax Compliance

Financial statements submitted to the SEC and financial statements used for tax purposes should generally be consistent with the corporation’s tax filings.

The BIR may examine:

revenues declared in the income tax return;
VAT or percentage tax filings;
withholding tax returns;
expanded withholding taxes;
compensation withholding;
deductible expenses;
related-party transactions;
inventory and cost of sales;
depreciation;
loans and advances;
unsupported deductions.

If the SMR certifies financial statements that materially conflict with tax filings, the OPC may face audit risk.

XXVI. SMR and Banks, Creditors, and Investors

Banks and creditors often rely on financial statements to assess creditworthiness. An SMR gives additional assurance that management stands behind the financial information.

For an OPC applying for a loan, the bank may evaluate:

profitability;
cash flow;
debt levels;
owner advances;
related-party receivables;
retained earnings or deficit;
tax compliance;
quality of accounting records;
auditor’s opinion;
management certifications.

A misleading SMR may expose the signer to legal consequences if the financial statements are used to obtain credit through false representations.

XXVII. When Should the SMR Be Prepared?

The SMR should be prepared when the financial statements are finalized and approved for issuance.

It should not be signed before:

books are closed;
accounting adjustments are completed;
management has reviewed the statements;
supporting schedules are prepared;
tax implications are considered;
audit adjustments are reviewed, if audited;
disclosures are completed;
the financial statements are ready for submission.

The date of the SMR should normally correspond to management’s approval of the financial statements, subject to the applicable rules and auditor’s requirements.

XXVIII. Best Practices Before Signing an SMR

Before signing an SMR, the OPC’s responsible officer should:

Review the statement of financial position;
Review the statement of comprehensive income;
Review the statement of changes in equity;
Review the statement of cash flows, if applicable;
Review notes to financial statements;
Compare financial statements with tax returns;
Check bank reconciliations;
Confirm receivables and payables;
Review loan balances;
Check owner advances and related-party balances;
Verify major expenses;
Confirm inventory and fixed assets;
Ask the accountant about unusual entries;
Review audit adjustments;
Ensure the accounting framework is correct;
Confirm that disclosures are complete;
Keep a signed copy for corporate records.

Signing without review defeats the purpose of the SMR.

XXIX. OPCs With No Operations

An OPC with no operations may still have reportorial obligations. It may need to submit financial statements showing no or minimal activity, depending on SEC and tax requirements.

Even a non-operating OPC should account for:

incorporation expenses;
capital contributions;
bank charges;
professional fees;
filing fees;
taxes and licenses;
unpaid subscriptions, if any;
advances from the stockholder.

A “no operation” status does not automatically eliminate financial reporting duties.

XXX. OPCs With Minimal Income

Small OPCs sometimes assume that because income is low, formal accounting is unnecessary. This is risky.

Even minimal-income OPCs should maintain:

sales records;
official receipts or invoices;
expense receipts;
bank statements;
contracts;
payroll records, if any;
tax filings;
corporate records.

The SMR should reflect actual financial records, not estimates reconstructed at the last minute.

XXXI. Interaction With the Nominee and 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 the law and the corporation’s articles.

The nominee and alternate nominee are not usually signatories to the SMR while the single stockholder is alive and capable. However, if the nominee assumes management due to incapacity or death, that person may become responsible for corporate acts during the period of authority.

If financial statements cover a period involving a transition, the proper responsible persons should be identified carefully.

XXXII. Death or Incapacity of the Single Stockholder

If the single stockholder dies or becomes incapacitated, the OPC’s governance may temporarily pass to the nominee or alternate nominee. This may affect financial reporting and SMR signing authority.

In such cases, practical questions arise:

Who has authority to approve the financial statements?
Who signs the SMR?
Did the nominee assume management during the reporting period?
Are there estate-related issues?
Are corporate bank accounts accessible?
Are accounting records complete?
Has the SEC been notified as required?
Has ownership been transferred to heirs or successors?

The SMR should be signed only by persons with proper authority.

XXXIII. OPC Conversion and SMR Issues

An OPC may later convert into an ordinary stock corporation if ownership expands to more than one stockholder. Conversely, an ordinary stock corporation may convert into an OPC if ownership is consolidated in one person, subject to legal requirements.

During conversion, financial statements and SMR signing authority should be handled carefully. The corporation should identify who the responsible officers were during the reporting period and at the time of approval.

Issues may arise if:

the reporting period includes both OPC and non-OPC status;
there were changes in officers;
there were changes in ownership;
corporate records are incomplete;
prior financial statements were not filed;
capital accounts changed.

The SMR should accurately reflect the corporation’s management structure at the time of issuance.

XXXIV. Common Questions

1. Is an OPC exempt from submitting financial statements?

No. An OPC is a corporation and may be required to submit financial statements and other reports. The exact requirements depend on applicable SEC and tax rules.

2. Does the single stockholder always sign the SMR?

In many cases, yes, because the single stockholder is usually the sole director and president. However, the treasurer or other responsible financial officer may also need to sign depending on the form and filing requirement.

3. Can the corporate secretary sign the SMR?

The corporate secretary is not usually the main financial management signatory unless also holding a relevant role, and in an OPC the single stockholder cannot be the corporate secretary.

4. Is the SMR notarized?

Depending on the required form and filing rules, the SMR may need to be signed in a prescribed manner. Some filings or recipients may require notarization or sworn certification, while others may not.

5. Can an accountant prepare the SMR?

An accountant may assist in drafting or formatting the SMR, but management must review, approve, and sign it. The responsibility remains with management.

6. Is the SMR required if there is no audit?

It depends on the filing or recipient requirement. The SMR is most commonly required with audited financial statements, but management-certified statements may also be required in other contexts.

7. What happens if the SMR is missing?

The filing may be considered deficient, rejected, or subject to compliance action, depending on the regulator or recipient.

8. Can the SEC penalize an OPC for defective financial statements?

Yes. Like other corporations, an OPC may be subject to penalties for late, incomplete, false, or defective filings.

9. Does signing the SMR make the stockholder personally liable for all corporate debts?

Not automatically. However, if the SMR is false, fraudulent, or part of wrongful conduct, personal liability may arise under applicable law.

10. Should an OPC keep a board resolution approving the financial statements?

An OPC has only one director, but actions of the single stockholder or sole director should still be documented through written resolutions or records. This supports corporate compliance and proper approval.

XXXV. Practical Compliance Checklist for OPCs

Before submitting financial statements with an SMR, an OPC should confirm:

The corporation’s SEC registration details are correct.
The reporting period is correct.
The books of account are updated.
Tax filings are consistent with accounting records.
Bank reconciliations are complete.
Receivables and payables are reviewed.
Related-party balances are properly recorded.
Capital contributions and equity accounts are accurate.
Corporate and personal expenses are separated.
Supporting documents are complete.
The correct accounting framework is used.
Required notes and disclosures are included.
The responsible officers are properly identified.
The SMR uses the required or accepted format.
The SMR is signed by authorized persons.
Copies are kept in corporate records.
Filing is made before the deadline.

XXXVI. Conclusion

A One Person Corporation may have only one stockholder, but it is still a corporation with legal personality, records, officers, financial statements, and regulatory duties. The Statement of Management Responsibility is a central part of financial reporting because it confirms that management, not the auditor or bookkeeper, is responsible for the preparation and fair presentation of the financial statements.

For an OPC, the SMR often places responsibility directly on the single stockholder acting as sole director and president, and sometimes also as treasurer. This makes careful accounting, proper documentation, internal controls, and honest disclosure especially important.

The best approach is to treat the SMR not as a routine signature page, but as a serious legal and financial declaration. An OPC that maintains separate books, observes corporate formalities, files accurate reports, and signs the SMR only after proper review is better positioned to preserve its corporate personality, avoid penalties, and maintain credibility with regulators, creditors, banks, and business partners.