Board Resolution Sample Philippines for Bir

CORPORATE SECRETARY'S CERTIFICATE / BOARD RESOLUTION

1. Document Preamble & Recitals

KNOW ALL MEN BY THESE PRESENTS:

This Board Resolution and Corporate Secretary’s Certificate (hereinafter referred to as the "Resolution" or "Agreement") is entered into and made effective as of the _____ day of _____________, 20 (the "Effective Date"), by and between [Company Name], a corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines, with principal office address at [Company Principal Address], and bearing Bureau of Internal Revenue (BIR) Tax Identification Number (TIN) [Company TIN] (hereinafter referred to as the "Corporation"), and the Bureau of Internal Revenue (hereinafter referred to as the "BIR"), pursuant to the National Internal Revenue Code (NIRC) of 1997, as amended, and applicable revenue regulations.

WHEREAS, the Board of Directors (the "Board") of the Corporation held a duly constituted special meeting on the _____ day of _____________, 20, at the principal office of the Corporation, during which a quorum was present and acting throughout;

WHEREAS, the Corporation is mandated under Philippine tax laws and BIR regulations to authorize specific corporate officers or representatives to act on behalf of the Corporation for tax compliance, filings, and administrative submissions before the BIR;

NOW, THEREFORE, the Board of Directors hereby resolves, and it is hereby resolved, to authorize, empower, and direct the designated corporate officers to execute, deliver, and perform all acts necessary to satisfy the requirements of the BIR, under the terms and conditions set forth herein.

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2. Operational Definitions

For the purposes of this Resolution, the following terms shall have the meanings ascribed below, unless the context clearly requires otherwise:

1. "BIR" refers to the Bureau of Internal Revenue of the Republic of the Philippines, an agency of the Department of Finance.
2. "Board" refers to the duly elected Board of Directors of [Company Name].
3. "Corporation" refers to [Company Name], its successors, and permitted assigns.
4. "Designated Representative" refers to the corporate officer, employee, or third-party professional specifically named and empowered under Section 3 of this Resolution to transact with the BIR.
5. "Effective Date" refers to the date first written above, upon which this Resolution becomes fully operative and binding.
6. "NIRC" refers to the National Internal Revenue Code of 1997, as amended (Republic Act No. 8424, as amended).
7. "Tax Compliance Documents" include, but are not limited to, tax returns, applications for registration, books of accounts, waivers of the statute of limitations, tax clearance applications, protest letters, and compromise settlements.
8. "TIN" refers to the Tax Identification Number issued by the BIR to the Corporation.

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3. Substantive Terms & Obligations

Section 3.1 Authorization of Designated Representatives

The Board hereby resolves to authorize, appoint, and empower [Name of Authorized Representative], holding the position of [Title/Position, e.g., Chief Financial Officer], bearing TIN [Representative TIN], as the true and lawful Designated Representative of the Corporation. The Designated Representative is fully authorized to sign, execute, file, and submit any and all Tax Compliance Documents required by the BIR.

Section 3.2 Scope of Authority and Duties

The Designated Representative shall have the affirmative duty and exclusive right to:

1. Represent the Corporation in all audits, investigations, conferences, and hearings conducted by the BIR or its authorized revenue officers;
2. Execute and file all monthly, quarterly, and annual tax returns, information returns, and withholding tax remittances;
3. Sign applications for electronic filing and payment systems (EFPS), digital certificates, and update registration information via BIR Form 1905;
4. Receive notices of assessment, letters of authority (LOA), subpoena duces tecum, and other official correspondence from the BIR on behalf of the Corporation.

Section 3.3 Representations and Warranties

The Corporation hereby represents and warrants that:

1. It is a duly organized corporation in good standing under the laws of the Republic of the Philippines;
2. The adoption of this Resolution has been approved in strict compliance with the Corporation's By-laws and the Revised Corporation Code of the Philippines; and
3. All information provided to the BIR through the Designated Representative shall be true, correct, and compliant with the NIRC and pertinent revenue regulations.

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4. Default, Termination, and Remedies

Section 4.1 Events of Default

The occurrence of any of the following shall constitute an Event of Default under this Resolution:

1. The revocation, modification, or termination of the authority of the Designated Representative without prior written notice to the BIR;
2. The submission of fraudulent, false, or grossly negligent Tax Compliance Documents by the Designated Representative or the Corporation;
3. Breach of any statutory obligation imposed by the NIRC resulting in administrative or criminal liabilities for the Corporation.

Section 4.2 Notice of Cure Period

Upon the occurrence of a remediable Event of Default, the non-defaulting corporate body or regulatory authority shall issue a written notice specifying the default. The Corporation shall have a period of thirty (30) business days from receipt of such notice to cure the default, rectify the non-compliance, or substitute the Designated Representative.

Section 4.3 Legal Recourse and Remedies

In the event of an uncured default or a severe breach of tax obligations, the Board reserves the right to immediately revoke this Resolution, terminate the appointment of the Designated Representative, and institute internal disciplinary actions or civil/criminal proceedings as permitted under Philippine law. The BIR, concurrently, retains all statutory remedies for tax collection, assessment, and enforcement under the NIRC.

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5. Boilerplate Legal Provisions

Section 5.1 Severability

If any provision of this Resolution is held to be invalid, illegal, or unenforceable by a court or administrative body of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

Section 5.2 Entire Agreement

This Resolution constitutes the entire understanding between the Corporation and forms the official corporate record submitted to the BIR regarding the subject matter herein, superseding all prior oral or written delegations, representations, or board resolutions.

Section 5.3 Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Resolution if such failure stems from acts of God, natural disasters, war, acts of terrorism, civil unrest, widespread system outages (including BIR electronic system failures), or other events beyond the reasonable control of the Corporation.

Section 5.4 Governing Law

This Resolution and all matters arising out of or relating to it shall be governed by, construed, and enforced in accordance with the laws of the Republic of the Philippines, specifically the NIRC and the Revised Corporation Code.

Section 5.5 Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to this Resolution, including its formation or breach, shall be settled through good-faith executive negotiations. If unresolved within thirty (30) days, the dispute shall be submitted to the exclusive jurisdiction of the proper courts of [City/Municipality, e.g., Makati City], Philippines, to the exclusion of all other courts.

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6. Formal Execution Block

IN WITNESS WHEREOF, the Corporate Secretary has hereunto set their hand and affixed the official seal of the Corporation this _____ day of _____________, 20 at [Location of Signing].

CORPORATION:

[Company Name]

By:

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

SUBSCRIBED AND SWORN to before me this _____ day of _____________, 20, affiant exhibiting to me their Government-Issued Identification Document [Type of ID, e.g., Passport/Driver's License] No. [ID Number] issued at [Issuing Agency/Location] on [Date of Issue].

NOTARY PUBLIC

Doc. No. _________; Page No. _________; Book No. ______; Series of 20.

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ACKNOWLEDGMENT BY THE DESIGNATED REPRESENTATIVE:

I hereby accept the appointment, duties, and responsibilities as the Designated Representative of [Company Name] for BIR compliance purposes under the terms of this Board Resolution.

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[Name of Authorized Representative] [Title, e.g., Chief Financial Officer] TIN: [Representative TIN] Date: ________________________