The Secretary’s Certificate and Corporate Tax Filing in the Philippines
(A comprehensive guide as of 1 July 2025)
1. What is a Secretary’s Certificate?
A Secretary’s Certificate (SC) is a notarised document issued and signed by the duly elected Corporate Secretary attesting that a specific resolution was validly adopted by the board of directors (or, when required, by the shareholders / members). It is:
| Element | Typical Content / Formalities |
|---|---|
| Caption | Name of corporation, SEC registration number |
| Recitals | Date & place of meeting, quorum, vote tally |
| Resolution text | The full board/stockholder resolution (e.g. authorising an officer or an external representative to act) |
| Certification clause | Statement by the Corporate Secretary that the resolution remains “in full force and effect” |
| Signature block | Name & signature of the Corporate Secretary |
| Acknowledgment | Notarisation under the 2004 Rules on Notarial Practice |
| Attachments | Sometimes: list of directors present, articles of incorporation, by-laws extracts |
2. Statutory & Regulatory Foundations
| Source | Key Points |
|---|---|
| Revised Corporation Code (RCC), R.A. 11232 | • Sec. 25 designates the Corporate Secretary as a mandatory officer. • Secs. 59–74 require the secretary to keep minutes and certify resolutions. • No clause limits the lifespan of a certificate; validity hinges on the continuing force of the underlying resolution. |
| National Internal Revenue Code (NIRC) of 1997 | • Sec. 52 (A) requires returns to be “signed by the president, vice-president or other principal officer, and by the treasurer or assistant treasurer.” • BIR accepts an “authorized representative” if a board resolution (proved by an SC) grants signing authority. |
| BIR Issuances (select) | • RMO 28-2020 / RMC 68-2020 – digital copies of notarised SCs were allowed during COVID-19 lockdowns, setting the template for “scan-and-email” compliance. • RMC 29-2021 – affirms acceptance of digital signatures on SCs under the E-Commerce Act (R.A. 8792) and DICT Joint Circular 1-2020. • eFPS & eBIR onboarding checklists – require an SC (≤ 1 year old) naming the enrolment administrator. |
| SEC Memorandum Circulars | • MC 15-2023 on “corporate term, revival, and amendments” reminds filers that an SC is required for any tax clearance sought from the BIR through the SEC. |
| E-Commerce Act (R.A. 8792) | • Section 7 recognises electronic documents and signatures; BIR adopts this by issuance. |
| Notarial Practice Act & Rules | • SCs are treated as public documents; notarisation gives them the presumption of regularity. |
3. Why the BIR Demands a Secretary’s Certificate
Authority to Sign Returns. – If the natural person signing a BIR return or application is not the de jure president/treasurer, BIR examiners will ask for an SC confirming the board’s delegation.
Authority to Receive/Submit Electronically. – eFPS enrolment, Online Registration System (ORS), and the new eTIS taxpayer portal require one “Corporate Administrator”; an SC (or board resolution) evidences that choice.
Authority to Claim or Litigate. – Refund claims (VAT, excise, or erroneously paid income tax) and LOA-driven tax audits often involve pleadings, protests, and appeals. An SC attaches to every verification/certification against forum shopping.
Updating Registration (BIR Form 1905). – Changing the “resident agent”, transfer of RDO, or updating the line of business demands proof of board approval.
4. Validity Period — The Core Question
| Perspective | Practical Rule | Legal Analysis |
|---|---|---|
| BIR Front-Line Reality | Many RDOs, influenced by internal checklists, insist that an SC be dated within the past 12 months (or the current taxable year for annual returns). | No statute or BIR issuance categorically sets an expiry; the “1-year” norm is an administrative convenience. |
| Underlying Resolution | If the board resolution states it is “valid until revoked,” the SC remains valid until a later resolution rescinds it. | RCC imposes no sunset clause on resolutions. |
| Banks & Other Agencies | Banks often impose a 90-day or 6-month recency rule for account mandates; BIR sometimes mirrors this when tax payments are made via bank or PESONet. | Again, this is a risk-management policy rather than a legal requirement. |
| Electronic SCs | RMC 29-2021 + DICT rules: a digitally-signed PDF (with PKI certificate or LRA Notary Digital) is valid indefinitely unless revoked. | Digital form does not change substantive validity. |
Bottom line: Legally, the SC lasts as long as the board resolution lives; practically, expect BIR officers to ask for a “fresh” one each tax year.
5. Formal Requirements & Best Practices
Notarisation. – Must be acknowledged before a Philippine notary public; if executed abroad, it must be consularised or apostilled.
Exact Resolution Text. – Quote the board resolution verbatim—avoid paraphrase—to prevent challenges.
Specificity of Authority. – Name the BIR forms (e.g., “BIR 1702-RT, 1702-MX, 0605”), the covered taxable years, and the authorised signatory’s full name, position, and specimen signature.
Retention & Books. – Attach the SC and the original board minutes to the corporate minute book under Sec. 73 (RCC). Keep at least 10 years under BIR Revenue Regulation 5-2014.
Electronic Versions. – Maintain the native PDF file containing the digital certificate chain; do not rely on scanned-image-only PDFs.
Periodic Renewal Calendar. – Many tax teams renew the SC every January alongside the Corporate Information Sheet (CIS) for SEC filing, ensuring all gatekeepers have a current copy.
6. Consequences of an Invalid Secretary’s Certificate
| Scenario | Effect |
|---|---|
| Return signed without valid authority | Return is still “considered filed” but may be treated as defective; BIR may issue a Notice of Informal Conference or Final Assessment Notice arguing invalid verification. |
| Refund claim or protest | Court of Tax Appeals (CTA) has dismissed cases if verification is signed “per SC” but the SC is missing or expired. |
| Criminal liability | Deliberate falsification triggers Art. 172 RPC (Falsification by Private Individual) and potential SEC administrative sanctions for misrepresentation. |
| Administrative penalty | BIR compromise penalty (₱1,000–₱25,000) for failure to keep/produce board authority documents. |
7. Jurisprudence Snapshot
While no Supreme Court decision squarely focuses on “expiry” of SCs for tax returns, several cases underscore its evidentiary value:
| Case | G.R. No. | Held |
|---|---|---|
| People v. Opare & Cruz (2023) | 254670 | Falsified SC used to open bank account led to estafa conviction; Court recognises SC as a public document. |
| CIR v. Global Med. Ctr. of Cab. (CTA EB 2759, 2022) | – | Tax refund petition dismissed because SC attached to verification was dated six years earlier and did not show continuing authority. |
| Union Bank v. Laguna Lakeview Corp. (2021) | 245981 | Bank not liable for releasing funds; it relied on a recent SC. |
Practice tip: Litigators should attach an up-to-date SC to every pleading requiring certification against forum shopping.
8. Post-Pandemic Developments
Digital-Only Filings. – RMO 28-2020 pivoted agencies to accept scanned documents; BIR still requires the original hard copy “upon request,” but day-to-day compliance is now 100 % electronic for most RDOs.
PKI Signatures & LRA-DDS. – BIR’s eTIS platform (piloted 2024) verifies X.509 certificates embedded in PDFs; SCs signed through the DICT-accredited Philippine National Public Key Infrastructure are auto-validated.
Video-Conferenced Board Meetings. – Sec. 49 (RCC) amendments via R.A. 11659 clarified that board actions via remote communication are valid; SC should specify that the meeting was held through videoconference, citing the date, platform, and that minutes were recorded.
9. Sample One-Page Secretary’s Certificate (2025 Template)
SECRETARY’S CERTIFICATE
I, [Name], Corporate Secretary of [Corporation Name] (the “Corporation”), a corporation duly organised and existing under Philippine laws, with SEC Reg. No. [●], DO HEREBY CERTIFY that at the meeting of the Board of Directors held on [May 15 2025] via videoconference where a quorum was present and acted throughout, the following resolution was duly approved and has not been amended, rescinded, or revoked:
“RESOLVED, that A.B. DELA CRUZ, Vice-President-Finance, be and is hereby authorised to sign, file, and/or submit in behalf of the Corporation all tax returns (BIR Forms 1702-RT, 0619-E, 2550-M/Q, 2316, and such other returns as may be required) and to represent the Corporation before the Bureau of Internal Revenue and other government agencies for Fiscal Year 2025 until revoked.”
IN WITNESS WHEREOF, I have hereunto set my hand this 1 July 2025 in Makati City, Philippines.
[Name] Corporate Secretary
SUBSCRIBED AND SWORN before me this 1 July 2025 … (Notarial details)
10. Key Take-Aways
- No “statutory” expiration date: validity endures while the board resolution stands.
- Expect a “one-year freshness” rule in practice—renew every tax year.
- Digital SCs are now mainstream; align with BIR RMC 29-2021 & PKI standards.
- Specificity saves headaches: list forms, fiscal years, and exact signatories.
- Store & monitor revocations: internal controls should flag when a signatory leaves, prompting a new SC.
Disclaimer: This article is for general information only and does not constitute legal advice. For specific situations, consult Philippine tax counsel or your corporate secretary.