Board Resolution Sample for Bir

BOARD RESOLUTION AND CERTIFICATE OF SECRETARY

DOCUMENT CONTROL

• Effective Date: [Date of Adoption]
• Document Version: 1.0 (Production)
• Jurisdiction / Scope: Republic of the Philippines / Bureau of Internal Revenue (BIR) Compliance

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OFFICIAL NOTICE & DISCLAIMER

This legal instrument contains standardized corporate resolutions required by the Bureau of Internal Revenue (BIR) for administrative compliance, account registrations, and authority representations. This template must be customized to reflect the exact factual matrix of the corporation. Legal counsel and the Corporate Secretary must verify that the signatories possess the requisite authority under the corporation’s Articles of Incorporation, By-Laws, and applicable corporate law prior to execution. Execution of this document without proper corporate authorization may result in civil or criminal liability under the Revised Corporation Code of the Philippines.

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1. PARTIES & DEFINITIONS

• Corporation: [Company Legal Name], a domestic corporation duly organized and existing under the laws of the Republic of the Philippines, with principal place of business at [Complete Principal Office Address], and bearing BIR Tax Identification Number (TIN) [Company TIN].
• Corporate Secretary: [Name of Corporate Secretary], of legal age, Filipino, and with office address at [Secretary Office Address].
• Designated Representative(s): The corporate officer(s), agent(s), or employee(s) authorized herein to transact, sign, and execute documents before the Bureau of Internal Revenue (BIR).
• BIR: The Bureau of Internal Revenue of the Republic of the Philippines, including its Revenue District Offices (RDOs).

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2. RECITALS & OPERATIVE CLAUSES

WHEREAS, a regular/special meeting of the Board of Directors of [Company Legal Name] (the "Corporation") was duly called and held on [Date of Meeting] at the principal office of the Corporation, at which meeting a quorum was present and acting throughout;

WHEREAS, the Board of Directors deemed it necessary and beneficial for the operational continuity and statutory compliance of the Corporation to authorize, empower, and deputize specific officers/representatives to transact, file, sign, and secure necessary permits, registrations, and clearances with the Bureau of Internal Revenue (BIR);

NOW, THEREFORE, BE IT RESOLVED, AS IT IS HEREBY RESOLVED, by the Board of Directors in a meeting assembled, that:

1. Authorization to Transact with the BIR. The Corporation is hereby authorized to transact business, file applications, submit statutory returns, secure clearances, and process all tax-related matters with the Bureau of Internal Revenue, specifically at BIR Revenue District Office (RDO) No. [RDO Number].

2. Designation of Authorized Signatories. Any of the following corporate officers or designated representatives is hereby granted full power and authority to sign, execute, and deliver any and all BIR forms, tax returns, waiver of statutes of limitations, letters of authority, compromise agreements, applications for registration/updates, and related documentation:

   • Name: [Name of Authorized Representative 1] | Title: [Position/Title] | Specimen Signature: ____________________
   • Name: [Name of Authorized Representative 2] | Title: [Position/Title] | Specimen Signature: ____________________

3. Authority Regarding Specific BIR Transactions. Without limiting the generality of the foregoing, the designated representatives are specifically authorized to:

   • File application for Registration, Update of Information (BIR Form 1905), and Issuance of Books of Accounts;
   • Claim, receive, and pick up Certificate of Registration (COR), Authority to Print (ATP) receipts/invoices, and eAccReg credentials;
   • Process applications for electronic filing and payment systems (eFPS / eBIRForms);
   • Transact regarding Tax Clearance Certificates, Letters of Authority (LOA), Audit Notices, and protest letters.

4. Ratification. All acts, transactions, and deeds executed by the aforementioned designated representatives prior to the date of this Resolution, which are consistent with the authority granted herein, are hereby ratified, confirmed, and approved in all respects.

5. Effectivity and Revocation. This Resolution shall remain in full force and effect until written notice of revocation or modification by the Board of Directors is formally received and acknowledged by the Bureau of Internal Revenue.

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3. CERTIFICATION OF CORPORATE SECRETARY

I, [Name of Corporate Secretary], of legal age, Filipino, with office address at [Secretary Office Address], being the duly elected and qualified Corporate Secretary of [Company Legal Name] (the "Corporation"), do hereby certify under oath that:

1. The foregoing is a true and correct copy of the resolution duly adopted by the Board of Directors of the Corporation at the meeting held on [Date of Meeting], at which meeting a quorum was present and voted in favor thereof.
2. Said resolution has not been altered, modified, superseded, or revoked, and remains in full force and effect as of the date hereof.
3. To the best of my knowledge, no action or proceeding has been instituted or is pending to dissolve or wind up the Corporation.

IN WITNESS WHEREOF, I have hereunto set my hand this [Day] day of [Month], [Year] at [City/Municipality], Philippines.

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[Name of Corporate Secretary] Corporate Secretary

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4. ACKNOWLEDGMENT (NOTARIAL BLOCK)

REPUBLIC OF THE PHILIPPINES) CITY/MUNICIPALITY OF _________ ) S.S.

BEFORE ME, a Notary Public for and in the [City/Municipality], personally appeared the following:

Known to me and to me known to be the same person who executed the foregoing instrument 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 represented herein.

This instrument refers to a Board Resolution and Certificate of Secretary consisting of [Number of Pages] pages, including this page where the Acknowledgment is written, signed by the Corporate Secretary and the instrumental witnesses on each and every page.

WITNESS MY HAND AND SEAL this [Day] day of [Month], [Year] at [City], Philippines.

Doc. No. [ ];
Page No. [ ];
Book No. [ ];
Series of [Year].

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NOTARY PUBLIC

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5. STEP-BY-STEP EXECUTION GUIDE

1. Verify Data Accuracy: Ensure all corporate identifiers, including the exact legal name, SEC registration number, and BIR TIN, match official government records.
2. Board Approval: Ensure the meeting where this resolution is adopted meets the quorum requirements mandated by the Corporation’s By-Laws and the Revised Corporation Code.
3. Drafting and Filling: Replace all bracketed placeholder text (e.g., [Company Legal Name]) with accurate, verified information. Do not leave blank fields.
4. Notarization: The Corporate Secretary must sign the document in the physical presence of a Notary Public, presenting a valid government-issued photo ID.
5. BIR Submission: Submit the original notarized Board Resolution (along with Annexes such as BIR Form 1905, specimen signature cards, and valid IDs of the authorized representatives) to the receiving clerk of the appropriate BIR Revenue District Office (RDO) to update authorized corporate signatories in the BIR database.