Board Resolution Template for Bir

BOARD RESOLUTION TEMPLATE FOR BUREAU OF INTERNAL REVENUE (BIR) COMPLIANCE

DOCUMENT CONTROL & METADATA

• Document ID: COR-LEG-RES-BIR-001
• Effective Date: [Date]
• Version: 2.1
• Jurisdiction / Scope: Republic of the Philippines – Bureau of Internal Revenue (BIR) Compliance & Authorized Representation
• Classification: Corporate Governance / Tax Administration

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OFFICIAL NOTICE & LEGAL DISCLAIMER

This template is drafted to meet general statutory and administrative requirements for corporations registered under the laws of the Republic of the Philippines and interacting with the Bureau of Internal Revenue (BIR). This document constitutes legal drafting aids and operational frameworks only. It does not substitute for formal legal, tax, or corporate secretarial advice tailored to specific corporate bylaws, articles of incorporation, or dynamic statutory amendments. Users must ensure all bracketed placeholders are populated accurately and verified against current BIR Memorandum Circulars (BMC) and National Internal Revenue Code (NIRC) provisions prior to formal execution.

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1. PARTIES & DEFINITIONS

1. Corporation: [Company Legal Name], a corporation duly organized and existing under the laws of the Republic of the Philippines, with principal place of business at [Principal Office Address], and Tax Identification Number (TIN) [Company TIN].
2. Board of Directors: The duly elected and acting governing body of the Corporation.
3. Designated Representative(s): The corporate officer(s), employee(s), or external counsel authorized herein to transact, file, sign, and receive documents on behalf of the Corporation before the Bureau of Internal Revenue.
4. BIR: The Bureau of Internal Revenue of the Republic of the Philippines, including its Revenue District Offices (RDO) and specialized divisions.

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2. RECITALS & OPERATIVE CLAUSES

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

WHEREAS, to ensure continuous compliance with the National Internal Revenue Code (NIRC), as amended, and pertinent regulations of the Bureau of Internal Revenue (BIR), it is necessary to formally designate authorized representatives to transact, execute, and file tax-related documents, applications, and returns on behalf of the Corporation;

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

Section 1. Authorization of Representatives

The Corporation hereby nominates, constitutes, and appoints the following individual(s) as its true and lawful authorized representative(s) (collectively, the "Authorized Representatives") to act for and in the name of the Corporation, with full power and authority to transact business with the BIR:

• Name: [Full Legal Name of Representative 1]

  • Position/Title: [Corporate Title/Position]
  • Specimen Signature: ___________________________
  • TIN: [Representative 1 TIN]

• Name: [Full Legal Name of Representative 2] (Optional)

  • Position/Title: [Corporate Title/Position]
  • Specimen Signature: ___________________________
  • TIN: [Representative 2 TIN]

Section 2. Scope of Authority

The aforementioned Authorized Representatives are granted full power and authority to perform, execute, and deliver any and all of the following acts for and on behalf of the Corporation before any Revenue District Office (RDO) or office of the BIR:

1. To sign, verify, file, and submit all manner of tax returns, information returns, tax clearance applications, refund claims, abatements, compromises, and related tax compliance documents.
2. To secure, update, transfer, or surrender Tax Identification Numbers (TIN), Permits to Use (PTU) Computerized Accounting Systems (CAS) or Cash Register Machines (CRM)/Point of Sale (POS) terminals, and books of accounts.
3. To attend tax audits, investigations, conferences, summary proceedings, and administrative hearings, and to execute waivers of the statute of limitations under the NIRC pursuant to specific board authorization, if required.
4. To receive notices, letters of authority (LOA), assessment notices (PAN/FAN), tax demand letters, receipts, clearance certificates, and official communications from the BIR.
5. To execute all other ancillary acts, documents, and instruments necessary or incidental to give full force and effect to the tax compliance mandates of the Corporation.

Section 3. Ratification

All acts, transactions, and representations lawfully done or caused to be done by the Authorized Representatives pursuant to the authorities granted herein prior to the date of this Resolution are hereby confirmed, ratified, and approved in all respects.

Section 4. Revocation and Validity

This Resolution shall remain in full force and effect until and unless a subsequent written resolution revoking or modifying the same is duly adopted by the Board of Directors and officially served upon the appropriate RDO of the BIR.

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3. CERTIFICATION OF CORPORATE SECRETARY

I, [Name of Corporate Secretary], of legal age, Filipino, with office address at [Office Address], being the duly elected and qualified Corporate Secretary of [Company Legal Name], 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 during a meeting held on [Date of Meeting], at which meeting a quorum was present and voted in favor thereof.
2. The said resolution has not been modified, amended, or revoked, and is currently in full force and effect.

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 TIN: [Secretary TIN]

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4. ACKNOWLEDGMENT (NOTARIAL BLOCK)

REPUBLIC OF THE PHILIPPINES) ) S.S.

BEFORE ME, a Notary Public for and in [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, consisting of [Number of Pages] page(s), including this page on which the Acknowledgment is written, has been signed by the Corporate Secretary and instrumental witnesses on each and every page hereof.

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

Doc. No. [______]; Page No. [______]; Book No. [______]; Series of [20___].

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NOTARY PUBLIC

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5. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Verify Corporate Records: Cross-reference the Corporation's Articles of Incorporation and By-laws to ensure the Board of Directors possesses the requisite statutory authority to issue operational and administrative delegations without requiring prior stockholder ratification.
2. Drafting & Customization: Replace all bracketed text (e.g., [Company Name], [Date], names, TINs) with exact, verified data matching the Corporation's official BIR registration (Form 2303 / Certificate of Registration).
3. Execution:
   • Ensure the Corporate Secretary signs the certification clause.
   • Secure the physical signatures of the designated representatives where indicated for specimen verification.
4. Notarization: Present the document before a commissioned Notary Public within the jurisdiction of the corporate principal office. The affiant must present a valid, government-issued photo identification.
5. BIR Filing Protocol:
   • Prepare at least three (3) physical presentation copies (Original Notarized Copy for the BIR RDO, Duplicate/Photocopy for receiving stamp, and Corporate Retention Copy).
   • Submit the notarized resolution directly to the receiving section of the Bureau of Internal Revenue Revenue District Office (RDO) No. [Insert RDO Number] where the Corporation is registered.
   • Request the receiving officer to stamp "Received" on the duplicate copies, capturing the date, time, and receiving officer's signature for corporate compliance logs.