Board Resolution for Authorized Representative Bir Template

BOARD RESOLUTION OF [COMPANY NAME]

AUTHORIZATION OF REPRESENTATIVE FOR BUREAU OF INTERNAL REVENUE (BIR) TRANSACTIONS

DOCUMENT CONTROL & METADATA

• Effective Date: [Date]
• Document Version: 1.0
• Jurisdiction/Scope: Republic of the Philippines / Bureau of Internal Revenue (BIR) [Revenue District Office No. [RDO Number]]
• Classification: Corporate Governance / Tax Compliance Authorization

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OFFICIAL NOTICE & LEGAL DISCLAIMER

This template is an elite legal and operational instrument designed to authorize a designated corporate representative to interact with the Bureau of Internal Revenue (BIR). Tax laws and administrative guidelines (such as the National Internal Revenue Code, as amended) are subject to periodic regulatory updates. Use of this document requires verification of specific corporate authorities under the corporation's By-Laws and Articles of Incorporation. This document does not constitute formal tax or legal counsel; executive users must ensure proper notarization and consularization (if applicable) to meet strict evidentiary standards required by Philippine revenue authorities.

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1. PARTIES & DEFINITIONS

1.1 Corporation: [Company Name], a corporation duly organized and existing under the laws of the Republic of the Philippines, with principal place of business at [Company Principal Address], and bearing Tax Identification Number (TIN) [Company TIN] (hereinafter referred to as the "Corporation"). 1.2 Authorized Representative: [Full Legal Name of Representative], holding official title [Title/Position], with residential/business address at [Representative Address], and bearing Tax Identification Number (TIN) [Representative TIN] (hereinafter referred to as the "Authorized Representative"). 1.3 Regulatory Authority: The Bureau of Internal Revenue (BIR) of the Republic of the Philippines, specifically [Revenue District Office No. [RDO Number]], and any other relevant district offices, regional offices, or national divisions.

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2. RECITALS & OPERATIVE CLAUSES

WHEREAS, the Board of Directors of the Corporation convened a [Special / Regular] meeting held on [Date of Meeting], at which a quorum was present and acting throughout;

WHEREAS, pursuant to the corporate governance mandates and operational requirements of the Corporation, it is necessary and expedient to designate, appoint, and empower an official representative to transact, sign, execute, and submit tax-related documents before the Bureau of Internal Revenue (BIR);

NOW, THEREFORE, BE IT RESOLVED, AS IT IS HEREBY RESOLVED, that the Board of Directors hereby authorizes, empowers, and directs the Authorized Representative, [Full Legal Name of Representative], to act in the name, place, and stead of the Corporation for the following specific purposes and transactions with the BIR:

1. Tax Filing and Submission: To prepare, sign, verify, and file all tax returns, information returns, declarations, statements, and reports required under the National Internal Revenue Code (NIRC), as amended, and its implementing regulations.
2. Account Management & Registration: To apply for, secure, update, and maintain the Corporation's BIR Certificate of Registration (COR), Tax Identification Number (TIN), Authority to Print (ATP) receipts and invoices, books of accounts, and digital/electronic certificates (e.g., eFPS, eBIRForms).
3. Audit and Investigation: To represent the Corporation during tax audits, assessments, investigations, informal conferences, and reinvestigations; to execute waivers of the statute of limitations under Section 222 of the NIRC; and to submit supporting books of accounts, vouchers, invoices, and financial records.
4. Settlement and Compromise: To negotiate, sign, and execute administrative settlements, abatements, or compromises of tax liabilities, penalties, and surcharges, subject to prior specific board approval if the compromise amount exceeds [Amount in Figures (e.g., PHP 100,000.00)].
5. Collection and Refund Claims: To file claims for tax refunds, tax credit certificates (TCC), or tax debit memos; to receive, endorse, and deposit tax refund checks or issue tax credit instruments in favor of the Corporation.
6. General Liaison: To perform all other acts, execute all necessary documents, and sign any ancillary papers required by the BIR to ensure full compliance with Philippine tax laws.

RESOLVED FURTHER, that this authority shall remain in full force and effect until [Date of Expiration / "revoked or modified in writing by the Board of Directors"], and any acts done by the Authorized Representative pursuant to this Resolution prior to receipt of written notice of revocation by the BIR shall be deemed fully ratified and binding upon the Corporation.

RESOLVED FINALLY, that the Corporate Secretary is hereby authorized to issue a certified true copy of this Resolution under the seal of the Corporation to the BIR and other interested government agencies or financial institutions.

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3. EXECUTION & SIGNATURES BLOCK

IN WITNESS WHEREOF, the undersigned Directors and Corporate Secretary have hereunto set their hands this [Day] day of [Month, Year] at [City, Province, Philippines].

BOARD OF DIRECTORS:

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[Name of Director / Chairman]
Director / Chairman of the Board
TIN: [Director 1 TIN]

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[Name of Director]
Director
TIN: [Director 2 TIN]

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[Name of Director]
Director
TIN: [Director 3 TIN]

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ATTESTED BY:

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[Name of Corporate Secretary]
Corporate Secretary
TIN: [Corporate Secretary TIN]

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ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)
PROVINCE/CITY OF ___________ ) S.S.

BEFORE ME, a Notary Public for and in the City/Province of ___________, personally appeared the above-named persons, known to me to be the same persons who executed the foregoing Board Resolution, and acknowledged to me that the same is their free and voluntary act and deed, as well as the free and voluntary act and deed of the Corporation herein represented.

Witness my hand and seal this [Day] day of [Month, Year].

[NOTARIAL SEAL]

Notary Public
Commission Serial No. [Number]
Notary Public for [City/Province]
Until December 31, [Year]
Roll of Attorneys No. [Number]
IBP No. [Number], [Date], [Chapter]
PTR No. [Number], [Date], [Place]
Doc. No. [_____];
Page No. [_____];
Book No. [_____];
Series of [20___].

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4. STEP-BY-STEP EXECUTION GUIDE

1. Review Corporate Documents: Cross-verify the Corporation's Articles of Incorporation and By-Laws to ensure the Board of Directors possesses the requisite authority to delegate tax representation powers without requiring prior stockholder ratification.
2. Fill in Placeholders: Replace all bracketed text (e.g., [Company Name], [Full Legal Name], [RDO Number]) with exact, verified legal data matching official government identifications and corporate registration papers.
3. Board Approval & Signatures: Secure the physical signatures of the majority of the Board of Directors and the Corporate Secretary during a validly called board meeting. Ensure meeting quorum requirements are strictly documented in the corporate minute book.
4. Notarization: Bring the signed document along with the competent evidence of identity (government-issued IDs) of the signing directors/secretary to a commissioned Notary Public within the jurisdiction of the corporate office.
5. BIR Submission (Registration/Filing):
   • Prepare an official BIR Form 1905 (Application for Registration Information Update/Correction/Cancellation).
   • Attach the notarized Board Resolution, a clear copy of the Authorized Representative's government-issued ID, and specimen signature card.
   • File the complete package at the designated Revenue District Office (RDO) where the Corporation is registered ([RDO Number]).
6. Archiving: Retain the original notarized Board Resolution in the Corporation's permanent legal and tax compliance records, and provide a stamped-received copy to the Authorized Representative for operational use.