Tax Alert No. 20 [SEC Memorandum Circular No. 10, Series of 2026 dated 16 February 2026]

Securities and Exchange Commission (SEC) has issued SEC Memorandum Circular No. 10, Series of 2026 (SEC MC No. 10, s. 2026), prescribing updated guidelines, reportorial requirements, and penalties applicable to OPCs. The Circular took effect immediately upon publication on 19 February 2026.

Outlined below are the key highlights for your general guidance:

Appointment of Officers (Form for Appointment – FAO)

• Initial appointment of officers (Treasurer, Corporate Secretary, and others) must be reported to the SEC within 20 days from approval of the Certificate of Incorporation.
  • Failure to comply is subject to a one‑time penalty of PHP 10,000.
• Subsequent appointments or changes in officers must be reported within 5 days from appointment.
  • Penalties range from PHP 5,000 to PHP 9,000 per report, depending on the number of offenses.

Financial Statement (FS) Filing

• OPCs are required to file their Annual Financial Statements (AFS) or Unaudited Financial Statements (UFS) within 120 days from the end of the fiscal year, subject to the SEC’s annual filing schedule.
• The FS must include:
  • Management explanations on any audit qualifications or adverse remarks, if applicable; and
  • Disclosure of self-dealing and related-party transactions between the OPC and the single stockholder, unless already substantially disclosed in the Notes to the FS.
• Penalties for late or non-filing apply and are based on:
  • Retained earnings level; and
  • Frequency of offense, with fines ranging from PHP 5,000 to PHP 27,000 per report.

Treasurer’s Bond Requirement

• Where the single stockholder also acts as Treasurer, the OPC is required to post a surety, cash, or property bond, computed based on its authorized capital stock (ACS).
• Initial bond posting must be made within 30 days from:
  • Issuance of the Certificate of Incorporation (if self-appointed at incorporation), or
  • Filing of FAO (if the single stockholder later assumes the Treasurer role).
• The bond must be renewed every two (2) years, with applicable surcharges for late posting or renewal.
• The bond requirement is waived once a non-stockholder Treasurer is appointed and properly reported to the SEC.

Increased Audit Threshold (Effective FYs ending on or after 31 December 2025)

• Only OPCs with total assets or total liabilities exceeding PHP 3,000,000 are required to submit AFS.
• OPCs at or below this threshold may submit UFS, accompanied by a Statement of Management’s Responsibility, signed under oath by the President and Treasurer.

Other Notable Provisions

• Submission of by‑laws is not required for OPCs.
• OPCs incorporated before 18 December 2023 that failed to comply with SEC MC No. 28, Series of 2020 (Requirement for Corporations, Partnerships, Associations, and Individuals to Create and/or Designate E‑mail Account Address and Cellphone Number for Transactions with the Commission) may be subject to a one‑time penalty.
• Transitional relief is granted to existing OPCs with incomplete filings, subject to compliance within prescribed periods.

You may access the full text of SEC MC No. 10, s. 2026 through the SEC website.

For any inquiries or assistance, please feel free to reach out to our Tax Services team or connect with us through this link: www.pwc.com/ph/en/about-us/contact-us.html