In a move to simplify bureaucratic processes for corporations, the Bureau of Internal Revenue (BIR) has officially amended its rules on who can authorize key registration documents. This change is set to provide greater flexibility for businesses across the Philippines.
Key Amendment to Documentary Requirements
The pivotal update was formalized through Revenue Memorandum Circular (RMC) 91-2025, issued on October 8, 2025. This circular serves as a direct amendment to the earlier RMC 74-2025.
Previously, the BIR's stance was strict: only the duly appointed Corporate Secretary was authorized to sign Secretary's Certificates needed for business registration. This rule was based on the Revised Corporation Code of the Philippines, which designates the Corporate Secretary as the officer in charge of corporate records. Delegation of this signing authority to an Assistant Corporate Secretary was not permitted.
New Flexibility for Corporate Taxpayers
The new amendment marks a significant shift in policy. To streamline the business registration process, the BIR will now accept Board Resolutions and Secretary's Certificates that have been signed by Assistant Corporate Secretaries.
This revision is designed to ease the administrative load on companies, especially when the primary Corporate Secretary is unavailable. It acknowledges practical challenges in day-to-day corporate operations while maintaining the integrity of the compliance process.
Implications for Philippine Businesses
This regulatory adjustment is a welcome development for the corporate sector. It directly addresses a common pain point in corporate governance and compliance. By allowing Assistant Secretaries to sign, the BIR is effectively:
- Reducing bottlenecks in the business registration and renewal process.
- Granting companies much-needed operational flexibility.
- Ensuring that compliance with tax and regulatory requirements can continue smoothly without unnecessary delays.
The amendment balances the need for proper corporate oversight with the practical realities of running a business. It is a clear step towards a more efficient and responsive regulatory environment for corporate taxpayers in the country. All relevant parties are advised to be guided by this new provision from the BIR.
Source: P&A Grant Thornton Certified Public Accountants.
