A Special Power of Attorney (SPA) lets you authorize another person (your “attorney-in-fact” or “agent”) to act on your behalf for specifically described acts. In tax matters, an SPA is commonly used to deal with the Bureau of Internal Revenue (BIR) or local treasurers—filing returns, receiving notices, appearing at conferences, securing certifications, or processing registrations—when you’re unavailable, overseas, or you simply prefer a representative to handle the legwork.

Below is a complete guide—legal foundation, scope, drafting tips, notarization and apostille, practical checklists, special situations, and a robust template you can use.

1) Legal foundation and key principles

Agency under the Civil Code. Agency is the act by which a person (principal) authorizes another (agent) to represent them. The agent binds the principal for acts within the authority granted. If the agent exceeds that authority, the act binds the principal only if ratified later.
Special authority requirement. Certain acts require express (special) authority. In tax practice, the safer course is to state clearly every significant power you want your agent to exercise (e.g., signing returns, receiving assessments, compromising, or executing waivers).
Form. A SPA is a private document but, for use before the BIR and government offices, it is almost always required to be notarized.
Documentary Stamp Tax (DST). A standard SPA is subject to documentary stamp tax of ₱100. For convenience, many notarial offices can e-stamp on issuance; otherwise, pay via eDST and attach proof.
Effectivity and revocation. An SPA is effective from execution (or a stated future date) until revoked or until its stated expiry. Revocation should be in writing, ideally notarized, and notice must be given to the agent and relevant offices (e.g., BIR) to be effective against them.
Liability. The principal is bound only by acts within authority. The agent is personally liable to third persons if they act beyond authority without the principal’s ratification.

2) Typical uses in Philippine tax practice

Taxpayer registration and updates: Apply for TIN; update registration details; transfer RDO; register books of accounts; secure Certificate of Registration; enroll in eBIR/eFPS.
Return preparation and filing: Submit paper or e-filed returns; sign returns when permitted; pay taxes; request refunds or tax credits.
Audit, investigation, and assessment: Receive and respond to LOA, PAN, FAN/FLD, FDDA, subpoenas, and other notices; attend conferences; submit position papers; file protests (reconsideration/reinvestigation); manage docket follow-ups.
Waivers and agreements: Execute waiver of the statute of limitations (only if expressly authorized), compromise or abate penalties/assessments, and sign installment agreements.
Certificates and clearances: Request Tax Clearance, Certificate of No/Withholdings, Certificate of Tax Exemption, and secure certified true copies from BIR records.
Local taxes and permits: Transact with LGU treasurers or BPLOs for local business tax, mayor’s permit renewals, and related clearances.

Practical tip: The more sensitive the act (e.g., compromise, waiver of prescription, refund claims, appeals), the more explicit your SPA should be. Vague catch-all clauses are risky.

3) Parties who may issue and receive an SPA

Individuals: Any competent taxpayer (Filipino or foreign) may appoint an agent. For married filers, each spouse should sign for actions affecting their personal taxes unless one is expressly authorized by the other.
Corporations/Partnerships: The principal is the entity. Usually the President/Managing Partner signs the SPA, backed by a Board Resolution/Partners’ Resolution and a Secretary’s Certificate stating the signatory’s authority.
Estates/Trusts: The executor/administrator (or all heirs if none is appointed) issues the SPA. For minors or persons under guardianship, the judicially appointed guardian may act, often with court approval for significant acts.
Non-residents: May appoint local agents. If executed abroad, follow apostille/consularization rules (see Section 6).

4) What to include in a tax SPA (content checklist)

Title and date. “Special Power of Attorney for Tax Matters,” with place and date of execution.
Parties. Full legal names, civil status (for individuals), nationality, addresses, valid IDs, and TIN where applicable; for entities, corporate name, SEC/Company ID, RDO, and the signatory’s position.
Recitals. Short background—e.g., need to transact with the BIR/LGU, taxpayer is overseas, etc.
Specific grants of authority. Enumerate powers such as:
- Apply for or update TIN and registrations; change RDO; register books of accounts.
- Prepare, sign (if allowed), and file tax returns; pay taxes/penalties/surcharges.
- Receive, sign for, and respond to BIR letters/notices (LOA, PAN, FAN, FDDA, subpoenas).
- File protests, position papers, motions, and appeals; attend conferences and clarify findings.
- Execute waivers of the defense of prescription; enter into compromise/abatement; sign installment or payment agreements.
- Request and receive certificates (Tax Clearance, CTCs, CoR, etc.).
- Obtain access to taxpayer records and copies of documents.
- Substitution/Delegation (optional): allow the agent to appoint a sub-agent (name this carefully).
Limitations. Carve-outs (e.g., “No compromise exceeding ₱___ without written consent”).
Term. Fixed expiry (e.g., “valid until 31 December 2026”) or continuing until revoked.
Data privacy clause. Consent to process/share personal and tax data with BIR/LGUs/third-party processors per the Data Privacy Act of 2012.
Ratification/acknowledgment. Statement that the SPA was signed before a notary and that the principal affirms/ratifies acts within authority.
Signatures. Principal’s signature over printed name; for entities, signatory’s name, designation, and countersignature of the corporate secretary on the Secretary’s Certificate.
Attachments. Clear copies of IDs, proof of authority (board resolution/Secretary’s Certificate), specimen signatures of the agent, and proof of DST payment if separate.

5) Signing returns and other sensitive acts

Signing returns. The BIR expects the taxpayer or an authorized officer (for entities) to sign. An agent may sign only if expressly authorized, and you should be prepared to show the SPA and ID. For e-filed returns, authorization often appears in enrollment credentials; keep the SPA on file.
Waiver of prescription. This waives defenses to the BIR’s assessment timelines—use explicit authority, refer to the taxpayer’s TIN, the tax types/periods covered, and the specific RDO/Large Taxpayers office. Ensure the waiver is properly dated, notarized, and received by the BIR before the prescriptive period lapses.
Compromise or abatement. State a monetary cap or require written concurrence if the agent will compromise liabilities.

6) Notarization, apostille, and consularization

In the Philippines: Execute before a Philippine notary public and affix DST (₱100). The notary’s details (commission number, PTR, IBP) must appear in the acknowledgment. Use the 2020 Revised Rules on Notarial Practice formats (acknowledgment or jurat).
Executed abroad:
- If in a country party to the Apostille Convention, have the foreign notarization apostilled.
- If not a party, have the document consularized by the Philippine Embassy/Consulate.
- Some BIR offices still prefer apostilled/consularized SPAs to be re-notarized upon arrival; check locally and prepare certified translations if the SPA isn’t in English or Filipino.
Remote notarization: Allowed in specific circumstances; acceptance can vary by RDO. For high-stakes audits, a wet-ink notarized SPA remains the safest choice.

7) Filing mechanics and practicalities

Format and copies: A4 or long bond, legible, black ink. Prepare original + 2–3 photocopies.
Presenting at the BIR: The agent brings the SPA (original), valid IDs (agent and principal copies), and supporting corporate authority documents. Stamp-receive a copy where possible.
For e-transactions: Keep digital scans (PDF) for upload via email or e-submission channels if allowed, but always retain the notarized original.
Updating or revoking: Issue a notarized Revocation of SPA and give copies to the agent and the BIR/LGU office(s) where the SPA was used. Keep proof of service/receipt.
Recordkeeping: Retain the SPA with your books of account and tax docket for the covered years.

8) Special situations

Deceased taxpayer / estate tax: The executor/administrator issues the SPA. If none, all heirs may appoint an agent (or file for appointment of a special administrator); for minors, courts often require approval.
Multiple principals or joint agents: Be explicit if agents may act separately or must act jointly.
Sub-agency: If you allow substitutions, consider naming a specific firm/person and require the sub-agent to present their own ID and a Delegation instrument signed by your primary agent.
Language: If you sign in a language other than English/Filipino, attach a sworn English translation.

9) Common mistakes to avoid

Using a generic SPA that omits key powers (e.g., protest filing, waiver signing).
Missing or incorrect TIN, RDO, or tax type/period references.
No DST affixed/paid.
No board resolution or Secretary’s Certificate for corporate principals.
Unclear term or no revocation notice sent after relationships end.
Relying on a scanned copy when an original notarized SPA is required at the counter.

10) One-page drafting checklist (print-friendly)

Parties’ full details + IDs + TINs
Specific, enumerated powers (returns, notices, protests, waivers, certificates, payments)
Limitations and monetary caps
Term/expiry + revocation language
Data Privacy consent
Notary acknowledgment block (PH), or apostille/consularization plan (abroad)
DST paid/attached
Attachments: IDs, board/secretary certificate, specimen signatures

11) Sample Special Power of Attorney (Tax Matters)

Note: Customize carefully. For corporate principals, add a Board Resolution and Secretary’s Certificate. Replace bracketed text.

SPECIAL POWER OF ATTORNEY
(Tax Matters – Philippines)

KNOW ALL MEN BY THESE PRESENTS:

I/We, [Full Name of Principal], [citizenship], [civil status], of legal age, with residence at [address], and TIN [________], (the “Principal/s”), do hereby APPOINT, CONSTITUTE, and NAME [Full Name of Agent], [citizenship], of legal age, with address at [address] and valid ID No. [_____] (the “Attorney-in-Fact” or “Agent”), to be my/our true and lawful representative, to do and perform the following specific acts in relation to my/our Philippine tax matters before the Bureau of Internal Revenue, Local Government Units, and other pertinent offices:

1. Registration & Records
   a. Apply for and/or update TIN and registration data; transfer RDO; obtain/replace Certificate of Registration; register books of accounts and invoices/receipts; enroll in eBIR/eFPS.
   b. Request, inspect, and receive certified true copies of my/our tax records and dockets.

2. Returns & Payments
   a. Prepare and file tax returns (including attachments), whether manually or electronically; pay taxes, surcharges, interests, and penalties.
   b. Sign returns and submissions on my/our behalf when permitted by law or regulation.

3. Audits, Assessments & Appeals
   a. Receive, sign for, and respond to Letters of Authority, PAN, FAN/FLD, FDDA, subpoenas, and all other notices; attend conferences and clarificatory meetings; submit position papers and supporting documents.
   b. File protests (reconsideration or reinvestigation), motions, and administrative appeals; pursue dockets until final resolution.

4. Waivers, Compromises & Agreements
   a. Execute waivers of the defense of prescription for identified tax types and periods, as may be required.
   b. Negotiate and sign compromise/abatement agreements and payment/installment arrangements, provided that no compromise exceeding [₱_____] shall be accepted without my/our prior written consent.

5. Certificates & Clearances
   a. Apply for and receive Tax Clearance Certificates, Certificates of Tax Exemption/No/Withholding, and other certifications.

6. Local Taxes & Permits
   a. Transact with LGU treasurers/BPLOs for local business tax, permits, and related certifications.

7. General
   a. Do any act incidental or necessary to give full effect to the foregoing, including signing, submitting, paying, and receiving documents and funds on my/our behalf.
   b. [Optional] Appoint and revoke sub-agents for specific tasks.

LIMITATIONS: [State any exclusions/limits.]

TERM: This SPA takes effect on [date] and remains effective until [date]/until revoked in writing.

DATA PRIVACY: I/We consent to the collection, processing, and disclosure of my/our personal data and tax information as reasonably necessary to implement this SPA, in accordance with the Data Privacy Act of 2012 and applicable regulations.

RATIFICATION: I/We hereby ratify all lawful acts performed by the Agent within the authority granted herein.

IN WITNESS WHEREOF, I/We have hereunto set my/our hand/s this [date] at [city/country].

_____________________________          _____________________________
[Principal Name & Signature]            [Principal Name & Signature]

_____________________________
[Agent Name & Signature] (conforme)

ACKNOWLEDGMENT
Republic of the Philippines )
[City/Municipality]          ) S.S.

BEFORE ME, a Notary Public for and in [City], this [date], personally appeared:
[Principal], [ID Type/No., date/place of issue]
[Agent], [ID Type/No., date/place of issue]

known to me and to me known to be the same persons who executed the foregoing Special Power of Attorney and they acknowledged to me that the same is their free and voluntary act and deed.

This instrument, consisting of [__] pages including the page on which this Acknowledgment is written, has been signed by the parties and their instrumental witnesses on each and every page.

WITNESS MY HAND AND NOTARIAL SEAL, on the date and at the place first above written.

Notary Public
Doc. No. ___; Page No. ___; Book No. ___; Series of ___.

12) Quick Q&A

Is a scanned copy enough? For many submissions, the BIR may review a scanned copy initially, but the notarized original is typically required upon request or at key stages (audit conferences, dockets, claims).
How long should the SPA last? Tie it to a specific case/period (e.g., “FY 2024 audit”) or set a reasonable fixed term (e.g., 1–2 years).
Do I need a new SPA for each RDO or LGU? Not if the SPA is worded broadly and lists all intended offices, but some counters prefer RDO-specific phrasing—include the RDO number where practical.
Can an employee or external tax adviser be my agent? Yes. Clearly identify the person. If you appoint a firm, also name the specific individual who will appear.

13) Final practical tips

Keep one master SPA with broad powers and issue case-specific addenda for sensitive acts (waivers/compromises).
Always affix/pay DST and staple the proof to the SPA.
For corporate taxpayers, bundle the SPA with a Secretary’s Certificate, Board Resolution, and specimen signatures sheet.
When executed abroad, plan early for apostille/consularization; couriers and processing can add lead time.
Maintain a revocation log and notify the BIR/LGUs promptly if you change agents.

If you want, I can tailor the template to your specific situation (individual vs. corporate, which RDO, which tax periods, and any limits you want on the agent’s authority).