I. Introduction

A Statement of Management Responsibility, commonly called an SMR, is a formal declaration attached to a corporation’s financial statements. It states that management is responsible for the preparation and fair presentation of the financial statements in accordance with the applicable financial reporting framework.

For a One Person Corporation, or OPC, the question of who should sign the SMR can be confusing because the corporation has only one stockholder. Unlike an ordinary stock corporation with a board of directors, an OPC has a single stockholder who acts as the sole director and president, subject to the rules under the Revised Corporation Code and applicable Securities and Exchange Commission regulations.

The central issue is this: who signs the Statement of Management Responsibility for an OPC when there is no board of directors composed of several persons?

The answer depends on the legal nature of an OPC, the offices held by the single stockholder, the presence of a treasurer or corporate secretary, and the purpose for which the financial statements are being submitted.

II. What Is a Statement of Management Responsibility?

A Statement of Management Responsibility is a written representation by corporate management 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 standards;
management has established and maintained internal controls relevant to financial reporting;
management has selected and applied appropriate accounting policies;
management has made reasonable accounting estimates;
management has made the financial statements available to the external auditor, if audited;
management accepts responsibility for the completeness and accuracy of the financial statements.

The SMR is not merely a ceremonial attachment. It is a formal accountability document. It identifies the persons who accept responsibility on behalf of the corporation for the financial statements submitted to regulators, shareholders, creditors, banks, tax authorities, and other stakeholders.

III. Why the SMR Matters

The SMR matters because financial statements are management’s responsibility, not the auditor’s responsibility.

An independent auditor expresses an opinion on audited financial statements. The auditor does not “own” the financial statements. The corporation’s management prepares them, approves them, and remains responsible for them.

For an OPC, this principle remains the same. Even if there is only one stockholder, the OPC remains a separate juridical entity. Its financial statements are not merely the personal records of the single stockholder. They are the financial statements of the corporation.

The SMR helps establish that:

the corporation’s management approved the financial statements;
the signatories accept responsibility for the financial information;
the auditor’s work is based on records and representations provided by management;
the financial statements are formally adopted for submission;
corporate accountability is preserved despite the simplified OPC structure.

IV. Legal Nature of a One Person Corporation

A One Person Corporation is a corporation with a single stockholder. It is allowed under the Revised Corporation Code.

An OPC has a separate juridical personality from its single stockholder. This means that, in general, the corporation’s rights, obligations, assets, liabilities, income, and records are legally distinct from those of the individual or entity that owns it.

An OPC is not a sole proprietorship. It is a corporation.

This distinction is important for SMR purposes because the financial statements belong to the corporation, and the SMR must be signed by the proper corporate officers acting for the corporation.

V. Basic Corporate Structure of an OPC

An OPC generally has:

a single stockholder;
a nominee;
an alternate nominee;
a president;
a treasurer;
a corporate secretary, subject to restrictions;
other officers as may be necessary or allowed.

The single stockholder is the sole director and president of the OPC. The single stockholder may not act as the corporate secretary. The single stockholder may act as treasurer, subject to legal and regulatory requirements.

This structure affects SMR signing because the traditional SMR for an ordinary corporation is usually signed by the chairperson or president, chief executive officer or equivalent, chief financial officer or treasurer, and other officers depending on the format required.

In an OPC, some of these roles may be held by the same person, while some cannot be held by the single stockholder.

VI. General Rule: Who Signs the SMR for a Corporation?

For an ordinary corporation, the SMR is typically signed by the persons who have authority and responsibility over the financial statements, such as:

chairperson of the board;
president;
chief executive officer;
chief operating officer;
chief finance officer;
treasurer;
controller;
managing partner, where applicable;
authorized representative.

The exact signatories may depend on the SEC-prescribed format, accounting standards, auditor requirements, and the type of entity.

The underlying principle is that the SMR must be signed by those charged with governance and financial management.

VII. General Rule for an OPC: The Single Stockholder as President Signs

For a One Person Corporation, the primary signatory is ordinarily the single stockholder acting as president.

This is because the single stockholder is the sole director and president of the OPC. As president, the single stockholder is the principal officer responsible for overall management and corporate decision-making.

Therefore, the SMR for an OPC is commonly signed by:

the Single Stockholder / President

This signature indicates that the sole director and president accepts management responsibility for the financial statements of the OPC.

VIII. The Treasurer as SMR Signatory

The treasurer is also commonly a required or appropriate SMR signatory because the treasurer is responsible for financial custody, accounting coordination, and financial reporting functions.

For an OPC, the treasurer may be:

the single stockholder; or
another person appointed as treasurer.

If the single stockholder is also the treasurer, the same person may sign in both capacities, subject to proper disclosure of titles.

For example:

Juan Dela Cruz Single Stockholder / President / Treasurer

If the treasurer is a different person, the SMR should generally be signed by both:

Juan Dela Cruz Single Stockholder / President

and

Maria Santos Treasurer

This is often the cleaner approach when the OPC has a separate treasurer because it reflects both governance responsibility and financial management responsibility.

IX. Can the Single Stockholder Be the Treasurer?

Yes, the single stockholder of an OPC may also act as treasurer, provided the applicable legal requirements are met.

However, the single stockholder cannot simply assume the treasurer role casually. If acting as treasurer, the single stockholder must comply with the required undertaking or bond requirements applicable to OPC treasurers, as may be required by law or SEC regulations.

For SMR purposes, if the single stockholder is also treasurer, the SMR should identify the person’s multiple capacities clearly.

A signature block may state:

[Name] Single Stockholder, President and Treasurer

[Name] Single Stockholder / President / Treasurer

This avoids the impression that there are separate persons when there is only one.

X. Can the Single Stockholder Be the Corporate Secretary?

No. The single stockholder of an OPC cannot be appointed as the corporate secretary.

This matters because some financial statement documents, secretary’s certificates, or corporate filings may involve the corporate secretary. However, the corporate secretary is generally not the principal SMR signatory unless a particular format or circumstance requires it.

The corporate secretary may certify corporate acts or maintain minutes and records, but the SMR itself is usually a management and financial responsibility document signed by the president and treasurer or equivalent officers.

XI. Is the Corporate Secretary Required to Sign the SMR?

As a general rule, the corporate secretary is not the primary required signatory of the SMR for an OPC unless a specific format, instruction, auditor requirement, or regulatory filing requires the secretary’s signature.

The corporate secretary may sign related documents, such as:

secretary’s certificate authorizing filing;
certification of board or stockholder action;
corporate information documents;
minutes or written consent records;
cover sheets or transmittal documents, where applicable.

But the SMR itself is ordinarily signed by management officers, especially the president and treasurer.

For an OPC, the usual focus is on the single stockholder as president and the treasurer.

XII. Is a Board Resolution Required for the SMR of an OPC?

An ordinary corporation may approve financial statements through board action. Since an OPC has only one director, corporate action is taken through written consent or records of the single stockholder acting as sole director.

In practice, an OPC should maintain written records showing approval of the financial statements and authorization for submission.

A formal multi-person board resolution is impossible because there is no multi-member board. Instead, the OPC may use:

written consent of the single stockholder;
minutes or written record of the sole director’s action;
secretary’s certification of the single stockholder’s action, where needed.

For SMR purposes, the signature of the single stockholder as president may be sufficient in many cases, but maintaining written approval records is good corporate housekeeping.

XIII. Proper Signature Blocks for an OPC SMR

The signature block should reflect the actual officers and capacities of the OPC.

1. If the single stockholder is also treasurer

A practical signature block may be:

[Name of Single Stockholder] Single Stockholder, President and Treasurer [Name of OPC]

This indicates that one person signs in all relevant management capacities.

2. If the OPC has a separate treasurer

A practical signature block may be:

[Name of Single Stockholder] Single Stockholder and President [Name of OPC]

[Name of Treasurer] Treasurer [Name of OPC]

This is often preferred when the treasurer is not the single stockholder.

3. If the OPC has a chief financial officer

If the OPC has appointed a CFO, controller, or finance head, the SMR may include that person depending on the company’s structure and auditor’s requirements:

[Name of Single Stockholder] Single Stockholder and President

[Name of CFO or Treasurer] Chief Financial Officer / Treasurer

4. If the OPC is owned by a juridical entity

An OPC may have a juridical entity as single stockholder only where allowed by law and regulation. In that case, authorized natural persons act for the juridical entity. The SMR should be signed by the properly authorized representative who holds the relevant office in the OPC or has authority to sign for it.

The exact signature block should match SEC records and corporate authorizations.

XIV. Must the SMR Be Notarized?

The SMR attached to audited financial statements is commonly notarized, depending on the required format and submission practice.

Notarization helps establish that the signatories personally appeared before a notary public and acknowledged the document as their voluntary act. If notarization is required by the applicable filing format or regulator, failure to notarize may result in rejection or deficiency.

For an OPC, notarization is especially important where one person signs in multiple capacities. The notarial details should accurately reflect the signatory’s identity and competent evidence of identity.

XV. SMR for SEC Filing

Corporations required to submit annual financial statements to the Securities and Exchange Commission generally attach an SMR to the financial statements.

For an OPC, the SEC filing should reflect:

the OPC’s registered corporate name;
SEC registration number;
reporting period;
applicable financial reporting framework;
management responsibility statement;
proper signatories;
notarization, if required;
consistency with the General Information Sheet and SEC records.

The SEC may reject or flag filings with inconsistent signatories, missing signatures, incorrect officer titles, or defective notarization.

XVI. SMR for BIR Purposes

Financial statements may also be submitted to the Bureau of Internal Revenue together with the annual income tax return or other tax filings, depending on the taxpayer’s obligations.

The BIR is concerned with the taxpayer’s financial statements as support for tax reporting. For an OPC, the financial statements should be signed by proper corporate officers and, where audited financial statements are required, accompanied by the independent auditor’s report and supporting schedules.

The signatories should match the corporation’s registered officers and tax records as much as possible.

XVII. SMR for Banks, Investors, and Third Parties

Banks, lenders, investors, suppliers, landlords, and other third parties may request financial statements with an SMR.

For third-party use, signature clarity matters. If the OPC’s single stockholder signs as president and treasurer, the document should clearly state those capacities.

A bank may also ask for:

secretary’s certificate;
authority to borrow;
board or sole director approval;
latest GIS;
SEC certificate;
articles of incorporation;
tax returns;
audited financial statements.

The SMR alone may not be enough to prove authority for a transaction, but it supports the reliability of the financial statements.

XVIII. Management Responsibility in an OPC Despite Limited Liability

One reason the SMR is important is that an OPC offers limited liability, but limited liability is not absolute.

An OPC’s separate personality may be disregarded in cases involving fraud, bad faith, commingling of assets, undercapitalization, or use of the corporation to defeat public convenience or evade obligations.

Signing the SMR does not automatically create personal liability for corporate debts. However, it is a formal representation that the financial statements are management’s responsibility.

If the financial statements are materially false, misleading, fraudulent, or prepared with gross negligence, the signatories may face legal consequences depending on the facts.

XIX. Liability of SMR Signatories

A person who signs the SMR may incur responsibility if the financial statements contain false or misleading information and the person knowingly, recklessly, or negligently approved them.

Possible consequences may include:

SEC penalties;
BIR assessments;
tax penalties;
administrative liability;
civil liability to injured parties;
criminal liability in cases involving falsification, fraud, tax evasion, or securities violations;
professional liability for accountants or officers, where applicable.

The SMR should not be signed casually. A signatory should review the financial statements, accounting records, tax filings, bank balances, material obligations, related party transactions, and representations made to the auditor.

XX. Role of the Independent Auditor

The independent auditor does not sign the SMR as management. The auditor signs the independent auditor’s report.

The auditor may provide the client with a draft SMR format, but the SMR remains management’s statement. The auditor may require management to sign it before issuing the audit report or before finalizing the audited financial statements.

An auditor may refuse to issue an opinion if management does not accept responsibility for the financial statements.

For an OPC, the auditor may ask who the proper signatories are based on:

SEC registration records;
Articles of Incorporation;
appointment of officers;
treasurer’s affidavit or undertaking;
latest General Information Sheet;
corporate records;
engagement letter;
management representation letter.

XXI. SMR vs. Management Representation Letter

The SMR should not be confused with the Management Representation Letter.

Statement of Management Responsibility

This is attached to the financial statements and addressed generally as part of the financial reporting package.

Management Representation Letter

This is usually addressed to the independent auditor. It contains representations made by management in connection with the audit, such as completeness of records, disclosure of liabilities, related party transactions, litigation, fraud, subsequent events, and other audit matters.

Both documents may be signed by similar officers, but they serve different purposes.

For an OPC, both documents may be signed by the single stockholder/president and the treasurer or finance officer, depending on the auditor’s requirements.

XXII. SMR vs. Secretary’s Certificate

A secretary’s certificate certifies corporate acts or authorizations. It may state that the single stockholder or sole director approved the financial statements, authorized their filing, or appointed a representative to submit them.

The SMR, on the other hand, states that management is responsible for the financial statements.

For an OPC, a secretary’s certificate may be useful where a regulator, bank, or third party wants proof of corporate authority. However, it does not replace the SMR unless the specific receiving office allows it.

XXIII. SMR vs. Treasurer’s Affidavit

The treasurer’s affidavit or undertaking relates to the treasurer’s legal role and responsibilities, especially in the context of OPC formation or compliance.

The SMR relates to financial statement responsibility for a reporting period.

A person may be treasurer and sign both documents, but the documents are legally distinct.

XXIV. Special Rule When the Single Stockholder Is Also the Only Officer Handling Finances

Many OPCs are small businesses where the single stockholder controls operations, finances, banking, tax filings, invoicing, and accounting coordination.

In such a case, the same person may sign the SMR as:

single stockholder;
sole director;
president;
treasurer, if officially appointed;
general manager, if applicable.

However, the title should not include “treasurer” unless the person is actually the treasurer under the OPC’s corporate records and SEC filings.

A person should not sign using a title that they do not legally hold.

XXV. What If the OPC Has No Separate Treasurer in Practice?

An OPC should have a treasurer. If corporate records are unclear, the OPC should regularize its officer appointments before finalizing financial statements.

The corporation should confirm:

who is listed as treasurer in the Articles of Incorporation or subsequent filings;
whether the single stockholder assumed the treasurer role;
whether a separate person was appointed;
whether the proper SEC filings or records reflect the appointment;
whether the treasurer has executed the required undertaking or bond, if applicable.

The SMR should follow the correct legal structure, not merely convenience.

XXVI. What If the Treasurer Resigned?

If the treasurer resigned before the financial statements were approved, the OPC should determine who is the current treasurer or authorized finance officer.

Possible approaches include:

appointing a replacement treasurer before signing;
having the single stockholder sign as president and sole director, if no treasurer is currently available, subject to auditor and regulator acceptance;
having the former treasurer sign only if they were responsible during the reporting period and are willing and authorized, though this can raise authority issues;
attaching proper corporate authorization explaining who may sign.

The best practice is to appoint or confirm a current treasurer and have the current responsible officers sign.

XXVII. What If the Single Stockholder Is Unavailable?

If the single stockholder is unavailable due to absence, incapacity, death, or other reason, OPC rules on nominee and alternate nominee may become relevant.

The nominee or alternate nominee may temporarily take the place of the single stockholder in managing the corporation only under circumstances allowed by law and the Articles of Incorporation.

For SMR signing, the substitute signatory must have proper authority. The corporation should document:

the event causing unavailability;
the authority of the nominee or alternate nominee;
assumption of management authority;
appointment or confirmation of officers;
approval of financial statements.

This situation requires caution because an improperly signed SMR may be rejected or later challenged.

XXVIII. What If the OPC Is Under Dispute?

Although an OPC has only one stockholder, disputes may arise involving heirs, nominees, creditors, former officers, investors, or contractual counterparties.

If there is a dispute over who controls the OPC, the SMR should be signed only by persons with clear legal authority. The auditor may require legal documents, board or sole director records, court orders, settlement agreements, or SEC filings before accepting signatures.

Signing disputed financial statements without authority may expose the signatory to liability.

XXIX. What If the OPC Is Dormant or Non-Operating?

Even if an OPC is dormant or non-operating, it may still need to submit financial statements or reports unless properly exempted or unless its registration has been closed, revoked, or otherwise updated.

The SMR for a dormant OPC should still be signed by the proper officers, usually the single stockholder/president and treasurer.

The SMR may state that management is responsible for financial statements even if there were no operations during the year.

Dormancy does not eliminate the need for proper signatories.

XXX. What If the OPC Has No Revenue?

An OPC with no revenue may still have assets, expenses, capital, liabilities, tax filings, bank accounts, advances, or organizational costs. Financial statements may still be required.

The SMR should not say or imply that no responsibility exists merely because there was no revenue. Management remains responsible for presenting the financial position and results, including zero revenue if accurate.

XXXI. What If the OPC Uses an External Accountant?

Many OPCs outsource bookkeeping or financial statement preparation to an external accountant.

The external accountant may prepare the financial statements, but management remains responsible for them. The accountant is not usually the SMR signatory unless the accountant also holds a corporate office, such as treasurer, CFO, or authorized finance officer.

The single stockholder cannot avoid responsibility by saying the accountant prepared the financial statements. The SMR exists precisely to confirm that management accepts responsibility.

XXXII. What If the OPC Uses a CPA Auditor?

The CPA auditor audits the financial statements. The auditor does not assume management’s responsibility.

The SMR should be signed before or at the time of issuance of audited financial statements. The auditor may keep a signed copy in the audit file.

The audit report and SMR should be consistent in:

company name;
reporting period;
financial reporting framework;
management responsibilities;
date;
signatories.

XXXIII. What If the OPC Has Related Party Transactions With the Single Stockholder?

OPCs commonly have transactions between the corporation and the single stockholder, such as:

advances from stockholder;
advances to stockholder;
use of personal funds for corporate expenses;
use of corporate funds for personal expenses;
lease of property owned by the stockholder;
management fees;
loans;
reimbursements;
asset transfers.

The SMR signatory should ensure that these are properly recorded and disclosed, especially because the single stockholder controls both sides of the transaction.

Failure to distinguish personal and corporate transactions may create accounting, tax, and corporate law problems.

XXXIV. Importance of Separating Personal and Corporate Records

For an OPC, there is a heightened practical risk of commingling personal and corporate assets.

Before signing the SMR, management should ensure that:

corporate bank accounts are separate from personal accounts;
personal expenses are not recorded as corporate expenses unless properly treated;
stockholder advances are documented;
loans are recorded;
capital contributions are properly classified;
reimbursements are supported;
related party transactions are disclosed;
taxes and licenses are recorded correctly.

A single stockholder who signs the SMR while ignoring commingling issues may weaken the liability protection of the OPC.

XXXV. Recommended Internal Approval Process Before Signing

Even if the OPC has one stockholder, it should maintain a disciplined approval process.

Recommended steps:

complete bookkeeping for the reporting year;
reconcile bank accounts;
review receivables and payables;
confirm capital, advances, and loans;
review tax filings;
review related party transactions;
prepare draft financial statements;
review with accountant;
review with auditor, if applicable;
approve financial statements through written consent of the sole director;
sign the SMR;
notarize, if required;
file with SEC, BIR, bank, or other recipient.

This process helps show that the OPC is treated as a real corporation and not merely an alter ego of the owner.

XXXVI. Suggested Contents of an OPC SMR

The SMR should generally include:

title: Statement of Management Responsibility;
name of the OPC;
statement that management is responsible for the financial statements;
reporting period covered;
applicable financial reporting framework;
statement on internal control responsibility;
statement on selection and application of accounting policies;
statement on reasonable estimates;
statement that the financial statements fairly present financial position and performance;
signature blocks;
date signed;
notarization, if required.

The wording should follow the applicable SEC, auditor, or reporting format.

XXXVII. Sample OPC SMR Format

A simplified form may read as follows:

Statement of Management Responsibility for Financial Statements

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

This responsibility includes designing, implementing, and maintaining internal control 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 ensuring that the corporation complies with applicable laws, rules, and regulations relating to financial reporting and for maintaining adequate accounting records that support the financial statements.

Signed this [date] at [place].

[Name of Single Stockholder] Single Stockholder and President [Name of OPC]

[Name of Treasurer, if separate] Treasurer [Name of OPC]

If the single stockholder is also treasurer, the signature block may instead state:

[Name of Single Stockholder] Single Stockholder, President and Treasurer [Name of OPC]

This is only a simplified illustrative form. Actual wording should follow the required format of the SEC, BIR, auditor, or receiving institution.

XXXVIII. Common Signing Errors

1. Using the ordinary corporation format without modification

Some OPCs mistakenly use “Chairman of the Board” or multiple director signature blocks even though there is only one stockholder and sole director.

2. Having the corporate secretary sign as if they were president

The corporate secretary is not ordinarily the responsible management officer for financial statements.

3. Omitting the treasurer

Where the OPC has a separate treasurer, omitting the treasurer may create questions about financial responsibility.

4. Having an accountant sign instead of management

An external accountant who is not a corporate officer should not replace management as SMR signatory.

5. Using titles not reflected in corporate records

A person should not sign as CFO, treasurer, president, or authorized representative unless properly appointed or authorized.

6. Inconsistent names

The SMR should use the same corporate name as the SEC registration, tax registration, and financial statements.

7. Missing notarization

If notarization is required, an unnotarized SMR may be rejected.

8. Wrong reporting period

The SMR reporting period must match the financial statements.

9. Signing after auditor report date without coordination

The SMR date should be coordinated with the audit timeline.

10. No written corporate approval

Even an OPC should keep written records of approval.

XXXIX. Practical Rules for Determining the Proper Signatories

When uncertain, apply the following hierarchy:

Rule 1: Identify the president

For an OPC, this is usually the single stockholder. The president should sign.

Rule 2: Identify the treasurer

If the single stockholder is treasurer, state the combined capacity. If another person is treasurer, that person should sign.

Rule 3: Check SEC and corporate records

The signatories should match the Articles of Incorporation, officer appointments, General Information Sheet, and internal records.

Rule 4: Check the auditor’s required format

Auditors often follow SEC-prescribed wording and may require particular signatories.

Rule 5: Check the receiving office

SEC, BIR, banks, grantors, investors, and lenders may have different document requirements.

Rule 6: Avoid unauthorized signatories

Convenience is not authority. A bookkeeper, consultant, staff member, or nominee should not sign unless legally authorized.

XL. The Nominee and Alternate Nominee Are Not Ordinary SMR Signatories

The nominee and alternate nominee exist to take the place of the single stockholder in case of death or incapacity, subject to legal rules.

They are not automatically management signatories for annual financial statements during the normal operation of the OPC.

A nominee should sign the SMR only if the circumstances triggering their authority have occurred and the authority is properly documented.

XLI. Should the OPC Attach a Secretary’s Certificate?

A secretary’s certificate is not always required for the SMR itself. However, it may be useful or required when submitting financial statements to certain third parties.

A secretary’s certificate may state that:

the single stockholder, acting as sole director, approved the financial statements;
the president and treasurer are authorized to sign the SMR;
the corporation is authorized to submit the financial statements to a specific office;
a representative is authorized to file documents.

For SEC annual filing, the required attachments should be checked based on the applicable submission system and current rules.

XLII. OPCs With Corporate Single Stockholders

Where the single stockholder is a juridical entity, the signing authority must be carefully reviewed.

Possible signatories may include:

the natural person appointed as president of the OPC;
the treasurer of the OPC;
an authorized representative of the corporate stockholder, if acting in a proper corporate capacity;
officers appointed in accordance with the OPC’s records.

The legal person that owns the OPC cannot physically sign. A natural person signs for it, but that person must have authority.

The SMR should not be signed merely by any officer of the parent company unless that officer also has authority over the OPC’s financial statements.

XLIII. OPCs Owned by Trusts, Estates, or Special Entities

If the single stockholder is not a simple individual owner, additional authority documents may be needed.

For example:

a trustee may need trust authority;
an estate representative may need court or settlement authority;
a corporate representative may need board authority;
a guardian or legal representative may need legal authority.

The SMR signatory must be able to show authority to act for the OPC, not merely authority over the owner’s assets.

XLIV. Effect of Wrong Signatory

A wrong SMR signatory may result in:

rejection of financial statements;
delay in SEC filing;
problems with BIR submissions;
bank compliance issues;
audit completion issues;
questions on corporate authority;
possible penalties for late or defective filing;
risk of challenge by creditors or regulators.

If a wrong signatory has already signed, the OPC may need to execute a corrected SMR and resubmit the financial statements, depending on the receiving office’s requirements.

XLV. Backdating and Signing Dates

The SMR should not be backdated.

The date should reflect the actual date of signing and acknowledgment. Backdating notarized documents may create legal and notarial problems.

The SMR date should be coordinated with the financial statement approval date and auditor’s report date. It is common for the SMR to be dated on or before the auditor’s report date, but the exact timing should be handled carefully with the auditor.

XLVI. Electronic Signatures and Online Filing

Some filings may allow digital submission. However, the acceptability of electronic signatures depends on the regulator, platform, auditor, and receiving institution.

Even when electronic submission is allowed, the OPC should keep properly signed originals or legally acceptable electronic originals.

For notarized SMRs, physical appearance or legally recognized electronic notarization rules must be considered. Ordinary scanned signatures may not be enough where notarization or original signed documents are required.

XLVII. Good Governance Practices for OPCs

Although OPCs are simpler than ordinary corporations, they should still observe corporate governance discipline.

Recommended practices include:

keeping separate corporate books;
maintaining minutes or written consents;
documenting officer appointments;
updating SEC filings;
maintaining a separate bank account;
recording stockholder advances;
avoiding personal use of corporate funds;
approving financial statements formally;
keeping signed SMRs and audited financial statements;
maintaining tax filings and supporting documents;
ensuring consistency between SEC, BIR, and accounting records.

These practices protect the OPC’s separate juridical personality and reduce compliance risk.

XLVIII. Practical Checklist Before Signing the SMR

Before signing, the OPC should confirm:

Is the corporate name correct?
Is the reporting period correct?
Are the financial statements final?
Has the single stockholder approved the financial statements?
Who is the current president?
Who is the current treasurer?
Is the single stockholder also the treasurer?
Are officer titles consistent with SEC records?
Are related party transactions properly recorded?
Are stockholder advances reconciled?
Are bank accounts reconciled?
Are tax filings consistent with the financial statements?
Has the auditor reviewed the SMR format?
Is notarization required?
Are the signatories personally available to sign and notarize?
Are copies retained in corporate records?

XLIX. Frequently Asked Questions

1. Who signs the SMR of an OPC?

Usually, the single stockholder acting as president signs. The treasurer should also sign, especially if the treasurer is a separate person. If the single stockholder is also treasurer, the same person may sign as single stockholder, president, and treasurer.

2. Can one person sign the SMR twice?

If the same person holds multiple capacities, one signature block identifying all capacities is usually clearer than separate duplicate signatures. For example: “Single Stockholder, President and Treasurer.”

3. Can the corporate secretary sign instead?

The corporate secretary may sign related certifications, but the SMR is ordinarily signed by management officers responsible for the financial statements, especially the president and treasurer.

4. Can the external accountant sign the SMR?

Not unless the external accountant is also a duly appointed corporate officer or authorized signatory. Preparing the financial statements does not make the accountant management.

5. Is the nominee required to sign?

No, not during normal operations. The nominee signs only if legally authorized due to death or incapacity of the single stockholder or other circumstances allowed by law.

6. Does the single stockholder sign personally or for the corporation?

The single stockholder signs in a corporate capacity, such as president and, if applicable, treasurer. The SMR concerns the corporation’s financial statements, not the stockholder’s personal financial statements.

7. Is a secretary’s certificate required?

Not always, but it may be required or useful to prove approval of the financial statements and authority of signatories.

8. What if the OPC has no operations?

The proper officers still sign the SMR for the financial statements, even if the corporation had no revenue or activity.

9. What if the SMR signatory in the financial statements differs from the GIS?

This may cause questions or rejection. The OPC should update records or explain the discrepancy through proper corporate documents.

10. Can the SMR be signed electronically?

Only if accepted by the auditor, regulator, and receiving institution, and if notarization or original signature requirements are satisfied.

L. Conclusion

For a One Person Corporation in the Philippines, the Statement of Management Responsibility should be signed by the persons who legally and practically bear responsibility for the corporation’s financial statements.

In most cases, the proper signatory is the single stockholder acting as president. The treasurer should also sign, especially where the treasurer is a separate person. If the single stockholder is also the treasurer, the SMR should clearly state the combined capacities, such as:

Single Stockholder, President and Treasurer

The corporate secretary, nominee, external accountant, or bookkeeper should not replace the proper management signatories unless there is a specific legal basis or written authority.

The safest approach is to align the SMR signatories with the OPC’s Articles of Incorporation, officer appointments, General Information Sheet, accounting records, auditor requirements, and SEC or BIR filing rules. Even though an OPC is simpler than an ordinary corporation, it remains a corporation with separate juridical personality, formal financial reporting obligations, and management accountability.

A properly signed SMR protects the integrity of the OPC’s financial statements, supports regulatory compliance, and reinforces the legal separation between the corporation and its single stockholder.