Revenue Memorandum Circular No. 020 – 2026

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In accordance with the implementing provision of Republic Act No. 11976 also known as “Ease of Paying Taxes (EOPT) Act” under Section 3 of Revenue Regulations (RR) No. 4-2024, this Circular is being issued to ensure an efficient and convenient process for the taxpaying public and reiterate the use of available Bureau of Internal Revenue (BIR) electronic platforms for the filing of Annual Income Tax Return (AITR) and the payment of corresponding taxes due thereon, for the Calendar Year ending December 31, 2025, on or before April 15, 2026.

I. FILING OF TAX RETURNS

Taxpayers are reminded of the existing procedures for the electronic filing of tax returns through the following BIR electronic filing platforms:

1. Electronic Filing and Payment System (eFPS) – for taxpayers mandated to use the system or voluntarily opted to enroll shall file the AITR electronically and pay the taxes due thereon through the eFPS-Authorized Agent Banks (AABs) where they are enrolled. The AITRs availed in the eFPS are BIR Forms Nos. 1700,1701,1701A, 1702RT, 1702-EX, and 1702-MX; or
2. Offline eBIRForms Package – for non-eFPS taxpayers, including theose filing “No Payment” returns shall use the eBIR Forms in filing their AITR electronically through the Offline eBIRForms Package v.7.9.5. The AITRs available are the following:
   

3. Tax Software Providers (TSPs) certified by BIR – for specific returns. For the list of TSPs and the certified BIR forms, please refer to Annex “A”.

Taxpayers submitting their tax returns through the Offline eBIR Forms Package are advised to capture a screenshot of the pop-up message indicating that a system-generated email confirmation has been sent to the taxpayer’s registered email address. The screenshot shall serve as proof of filing and successful submission of tax return, which may be presented to the AAB when paying the corresponding tax due, particularly in cases where there is a delay in the receipt of the official email confirmation that the return as been successfully filed.

Manual Filing shall only be allowed under the following instances:

• When there is a BIR-issued Advisory on the unavailability of the said electronic filing platforms; or
• When there is justifiable reason as may be determined by the Commissioner of the Internal Revenue or his authorized representative; or
• When the Tax return is still unavailable in any of the aforementioned electronic filing platforms.

Taxpayers mandated to use eFPS shall use the eBIRForms facility for them to be able to comply with the electronic filing of tax returns in case filing cannot be made through the eFPS due to the following reasons:

1. Enrollment in the BIR-eFPS and eFPS-AAB is still in process; or
2. The enhanced form is not yet available in the eFPS; or
3. Unavailability of eFPS-AAB systems covered by an Advisory published in the BIR Website (www.bir.gov.ph); or
4. Unavailability of eFPS-AAB system covered by an Advisory released/published by the AAB/

II. USE OF BIR eLOUNGE FACILITY

The BIR eLounge facility of the Revenue District Offices (RDO) shall be available to all taxpayers who need assisstance in the electronic filing of their tax returns and payment of corresponding tax dues. However, priority shall be given to the following sectors:

1. Senior Citizen or Persons with Disabilities in filing their own tax returns;
2. Employees deriving purely compensation income from two or more employers, concurrently or successively at any time during the taxable year, or from a single employer, although the income of which has been correctly subjected to withholding tax, but whose spouse is not entitled to substituted filing;
3. Employees qualified for substituted filing under Sec. 2.83.4 of RR No. 2-98, as amended, but opted to file an ITR and are filing for purposes of promotion, loans, scholarships, foreign travel requirements, etc.; and
4. Taxpayers without internet facility who needs assistance in the electronic filing of their tax returns.

Priority should be given to taxpayers filing their own tax returns over tax practitioners who are filing several returns for their clients. Bookkeepers/accountants/tax practitioners/tax agents and tax payers are allowed to use the eLounge for a maximum of three (3) transactions only per day and not exceeding one (1) hour, whichever is shorter, pursuant to Revenue Memorandum Order No. 39-2024.

To ensure full utilization of the BIR eLounge Facility in the RDOs, revenue personnel assigned to assist shall accommodate taxpayers who are already withih the premised of the RDOs on or before the 5:00 PM of official working hour, regardless of jurisdiction, and shall continue to assist them until the completion of the filing of their 2025 AIRTs using the eBIRForms or eFPS, and the submission of the required attachments using the Electronic Audited Financial Statements (eAFS) systems.

III. PAYMENT OF TAXES

Consistent with existing regulations, payment of corresponding taxes due must be settled electronically in any of the following available electronic payment platforms:

1. Electronic Filing and Payment System (eFPS) – for taxpayers mandated to use the system or voluntarily opt to enroll;
2. Electronic Payment (ePayment) Gateways such as:
   • Land Bank of the Philippines’ (LBP) Link.Biz Portal – for taxpayers who have ATM account/s with LBP and/or holders of BancNet ATM/Debit/Prepaid Card or Taxpayer utilizing PESONet facility for depositors of Asia United Bank, Bank of the Philippine Islands, Philippine Savings Bank, Rizal Commercial Banking Corporation, Robinsons Bank and UnionBank of the Philippines;
   • UnionBank of the Philippines (UBP) Online/The Portal Payment Facilities – for taxpayers who have an account with the UBP or InstaPay using UPAY Facility (for individual Non-Account holder of UnionBank); or
   • Development Bank of the Philippines (DBP) PayTax Online – for taxpayers-holders of VISA/MasterCard Credit Card and/or BancNet ATM/Debit Card, Tax Software Provider (TSP) or through its partner TSPs, namely:
     • MyEG (using credit card or electronic wallets such as GCash, Maya, Grab Pay, or ShopeePay); and
     • MAYA (Mobile application)

Attached herein are the Guidelines in the Payment of Corresponding Taxes Due through BIR ePay Services or Annex “B”, for easy reference.

Likewise, taxpayers mandated to use eFPS but are not yet enrolled in eFPS and in any eFPS-AABs shall pay the corresponding taxes electronically through any ePAY facilities or manually through any Authorized Agent Banks (AABs), until their enrolment in the eFPS and eFPS-AABs has been approved.

Furthermore, tax payments may also be made manually through over-the-counter with any AABs under the following instances:

• When the taxpayer electronically filed the tax return using the eBIRForms; or
• When the enrolment of a mandated eFPS user in the eFPS-AAB is still in process; or
• When the BIR-EFPS and/or eFPS-AAB system is unavailable.

IV. GUIDELINES IN THE FILING OF BIR FORM NOS. 1701-MS, 1701 AND 1701A

In response to the inquiries raised by micro and small taxpayers regarding the filing of their AITRs, the following guidelines are hereby issued to clarify and applicable procedures and provide guidance in the filing of BIR Form Nos. 1701-MS, 1701, and 1701A. Attached herewith is the Frequently Asked Questions marked as Annex “C” for Micro and Small Taxpayers on Filing their 2025 AITR.

1. Individual business taxpayers classified as Micro or Small may file any of the prescribed AITR for individuals, regardless of the form type indicated in their Certificate of Registration (COR) – BIR Form No. 2303.

2. BIR Form No. 1701-MS is not yet available in the eFPS and Offline eBIRForms Package. Hence, individual taxpayers classified as Micro and Small who opted to use and file the return manually shall:

• a. Download and accomplish the fillable BIR Form No. 1701-MS from the BIR website and print three (3) copies in legal or folio size bond paper; or
• b. Requested three (3) copies of BIR Form No. 1701-MS at any RDO and accomplish the return manually.

3. Taxpayers classified as Micro and Small may opt to electronically file their 2025 AITR using BIR Form No. 1701 or BIR Form No. 1701 or BIR Form No. 1701A available in the eFPS and eBIRForms, whichever is applicable. Micro and Small taxpayers who already electronically filed their AITR using BIR Forms Nos. 1701 and 1701A and pais their taxes due, thereon, are no longer required to file the BIR Form No. 1701-MS manually.

4. Taxpayers classified as Medium or Large shall file electronically the AITR using BIR Form No. 1701 or 1701A, whichever is applicable.

5. In cases where Micro and Small taxpayers opt to file electronically using BIR Form No. 1701 or 1701A, they may accomplish only the minimum required fields, consistent with the information required in BIR Form No. 1701-MS, in order to simplify the filing of the AITR.

Attached herewith as Annex “D” is the Minimum Required Information in the Filinf of the AITR for Micro and Small Taxpayers Using BIR Form Nos. 1701 or 1701A.

6. IF the COR of the Micro and Small taxpayers reflects only the form “1701/1701A”, they are not required to update or change their COR to include the BIR form type 1701-MS or to reflect “1701/1701A/1701MS”.

V. SUBMISSION OF ATTACHMENTS TO FILED RETURNS

The stamping of the AITR or to have them stamped “Received” is not required. Instead, the Filing Reference Number (FRN) or the Tax Return Receipt Confirmation (TRRC) shall serve as proof of filing such AITR.

The attachement/s to the AITR, if there is/are any, shall be submitted electronically using the Electronic Audited Financial statement (eAFS)/Submission Facility. The eAFS-generated Transaction Reference Number (TRN)/ Confirmation Receipt shall serve as proof of submission by the taxpayer of the attachments to the BIR.

In case of unavailability of said facilities as announced by BIR, the attachments can be submitted manually to the BIR district office that has jurisdiction over the taxpayer.

The required attachements to the AITR are as follows:

• FRN as proof of eFiling if eFPS;
• TRRC as proof of eFiling in eBIRForms;
• Proof of Payment/Acknowledgement Receipt of Payment;
• Unaudited or Audited Financial Statements (AFS);
• Notes to AFS;
• Statement of Management Responsibilities (SMR);
• BIR Form No. 2307 – Certificate of Creditable Tax Withheld at Sourcel
• BIR Form No. 1606 – Withholding Tax Remittance Return for Onerous Transfer of Real Property Other Than Capital Asset (including Taxable and Exempt);
• BIR Form No. 2304 – Certificate of Income Payments not Subjected to Withholding Tax;
• BIR Form No. 2316 – Certificate of Compensation Payment/ Tax Withheld;
• System generated Acknowledgement Receipt or Validation Report of Electronically submitted Summary Alphalist of Withholding Taxes (SAWT) thru es*********@*****ov.ph;
• Duly approved Tax Debit Memo;
• Proof of Foreign Tax Credits;
• Proof of Prior Year’s Excess Credits;
• Proof of Other Tax Credits/Payments; and
• BIR Form No. 1709 – Information Return on Transactions with Related Party.

Only those applicable attachments mentioned above shall be submitted by the concerned taxpayers, to wit:

Companies who filed their AFS through the BIR eAFS system shall attach the system-generated TRN/Confirmation Receipt which contains a PDF document issued by the ea**@*****ov.ph confirming successful upload and contains the Company Name, TIN, Taxable Year, and files name submitted, in lieu of the manual “Received” stamp per Section 4(1) of Memorandum Circular No. 9 Series of 2026 of the Securities and Exchange Commission (SEC).

Manual submission of the attachments to the Large Taxpayers Office/Division or RDO, shall be allowed in case of system unavailability with a duly released advisory. Attachments shall be stamped only on the page of the Audit Certificate, Balance Sheet/Statement of Financial Position and Income Statement/Statement of Comprehensive Income.

VI. PENALTIES

No penalty shall be imposed for wrong venue and no penalty shall be imposed to the individual business taxpayers classified as Micro and Small for the following instances:

1. Those who already filed 1701 or 1701A using Offline eBIRForms Package, eFPS or authorized eTSPs; and
2. Those who filed and pay manually using BIR Form No 1701-MS.

Guidelines on the compliances of One Person Corporation (OPCs)

SECTION 1. INITIAL APPOINTMENT OF OFFICERS

The OPC must appoint its Treasurer, Corporate Secretary, and other Officers, and thereafter submit a form for Appointment for OPC (FAO) to the Commission iwthin twenty (20) days from the approval of its Certificate of Incorporation

Failure to comply with the initial appointment and timely submission of the FAO shall result in a one-time penalty of Ten Thousand Pesos (P10,000.00)

SECTION 2. SUBSEQUENT APPOINTMENT OF OFFICERS

In any instance that the single stockholder appoints an officer, the OPC must notify the Commission by filling the FAO within five (5) days from any succeeding appointment of its officers.

Non-compliance in filing of the Form for Appointment for OPC shall observe the scale of penalties as follows:

SECTION 3. SUBMISSION OF FINANCIAL STATEMENT (FS)

A. GENERAL GUIDELINES ON THE SUBMISSION OF FS BY THE OPC. The submission of Financial Statement (FS) by the OPC shall be in accordance with existing and pertinent circulars and memorandum orders issued or as may be issues by the Commission.

The AFS must be filed within 120 days from the end of the fiscal year indicated in its Articles of Incorporation/Financial Statement (FS), and/or subject to the period to be prescribed by the Commission in an annual schedule of filing of AFS. Accordingly, the AFS must conform with the existing rules and regulation, or its amendments, set forth by the Securities Regulation Code (SRC) Rule of the Commission.

Any irregularities, misstatements or misinterpretations of the AFS shall be subject to the applicable fines and penalties stated under SEC MC No. 08, series of 2009, also known as, “Scale of Fines for Non-compliance with the Financial Reporting Requirements of the Commission” or any issuance of the Commission thereafter, as the case may be.

B. EXPLANATIONS AS ATTACHMENT TO THE FS. As the case may be, the OPC’s report on all explanations or comments by the president on the qualification, reservation or adverse remarks made by the auditor in the FS, as required pursuant to Section 13 or SEC MC No. 7, Series of 2019, shall be filed annually as attachment to its FS.

C. SELF-DEALING AND RELATED PARTY TRANSACTION OF THE OPC. In cases of self-dealings and related party transactions, the OPC shall file for a disclosure of all its self-dealings and related party transactions entered into by the OPC and the single stockholder. The disclosure must be attached in the AFS/UFS. However, if there has already been substantial closure made in the Notes to AFS then said disclosure requirement may already be dispensed.

For purposes of monitoring, all registered OPCs must file its latest due AFS/UFS, in so far as applicable, as basis for the computation of fines/penalties.

SECTION 4. SCALE OF FINES AND PENALTIES FOR LATE AND/OR NON-FILING OF FS

For purposes of clarity, the following terms on the timeliness of submission of reports are accordingly defined as follows:

a. Files/Submission on Time means the punctual submission/submitting of the reportorial requirements, as prescribed by the Commission:

b. Late filing/Submission means the submission/submitting of the reportorial requirements which may either be:

• Filing after the due date but still within a year of the prescribed deadline for filing and the computation of the monthly penalty shall not exceed twelve (12) months; or
• Filing beyond one (1) year from the prescribed period, in which case the penalty shall be basic fine for “Non-filing” and the computation of the monthly penalty shall not exceed twelve (12) months;

c. Non-Filing means non-submission of the reportorial requirements and the computation of the monthly penalty shall not exceed twelve (12) months;

By way of amendment to SEC Memorandum Circular No. 6, Series of 2024, the following scale of penalties shall apply to the late and/or non-filing of FS by OPCs.

I. Late Filing Financial Statement for One Person Corporation

II. Non-Filing of Financial Statement for One-Person Corporation

SECTION 5. POSTING OF BOND

A. COVERAGE. OPCs whose single stockholder assumes the position of the treasurer shall post a surety bond, or other acceptable from of bond such as cash bond or property bond, in accordance with Section 10 of SEC MC No. 7, Series of 2019, subject to renewal every two (2) years or as may be required upon review of the Financial Statement (FS) or based on the latest Commission approved Amended Articles of Incorporation (AAI) in instances of appoval of an increase of authorized capital stock, as the case may be.

For property bonds, the same must be duly annotated on the corresponding certificate of title to ensure enforceability against the property. A certified copy of the title with annotation shall be submitted to the Commission.

B. BOND COVERAGE AND CERTIFICATION. The surety bond and other acceptable form of bond shall be computed based on the authorized capital stock of OPC:

A custodian fee in the amount of Five Thousand Pesos (P5,000.00) shall be charge for every posting of bond.

The OPC must secure its bond from a reputable insurance company, which must be duly registered with the conforms with the prescirbed format set forth by the Insurance Commission. The obligee must bee named before the Securities and Exchange Commission and its amount must be compliant to the table of the ACS Figures listed above. The original proof of compliance shall be submitted to the CRMD Receiving Unit/ processing Extension Office (EOs). The processing EOs will be responsible for the safekeeping of the submission of the OPC while those processed by the CRMD shall be forwarded to Financial Management Department (FMD) for safekeeping.

Upon evaluation that the bond is compliant, a Certification on the Posting of Bond shall be issued to the OPC by the CRMD – Compliance Monitoring Division (CMD)/EOs.

C. TIMELESS OF POSTING OF BOND. The following are the deadlines for posting of bond in case the single stockholder is the self-appointed treasurer at the time of incorporation:

Non-compliance with the deadlines on posting of bond shall result to the following penalty:

D. APPOINTMENT OF NEW TREASURER; EFFECT ON BOND REQUIREMENT. The posting of bond will no longer be required when the OPC files an amendment of its FAO reflecting therein the appointment of a new treasurer, other than that of the single stockholder.

In the event that the OPC filed a bond, the OPC may file a written request for the release of its bond (Annex B) through the CRMD-CMD/EO. The outgoing single stockholder must submit the withdrawal or release of the bond.

The Commission shall determine if the filed FAO is substantially compliant for the approval of the release of the Bond. Accordingly, the Commission shall process the request for the released bond to the OPC through the Financial Management Department (FMD) or through the respective processing EOs. In case of approval, the Commission shall direct the release of bond and transmit the respective processing EOs. In case of disapproval, the OPC shall comply with the requirements as may be ordered by the Commission.

E. CLAIMS AGAINST BOND.

1. Any third party aggrivied may submit a written request to the CRMD-CMD/EO where the bond is in custody.
2. The CRMD-CMD/EO shall order the concerned OPC to comment on the claim and to undertake replenishment should the claim against the bond be granted.
3. The CRMD-CMD/EO shall forward to the company a Notice of Claim Against a Bond, upon and validity of the claim.
4. If the company deems the claim to be valid, or determines that there is no basis for the claim, the OPC shall furnish the CRMD-CMD/EO with a copy of the findings.

If a valid claim is made against the bond, the OPC shall submit proof of replenishment of the bond amount as a condition for the single stockholder to continue serving as treasurer; otherwise, it shall comply with the requirements and a procedure provided under Section 5(D) of this Memorandum Circular.

SECTION 6. COMPLIANCE WITH SEC MEMORANDUM CIRCULAR NO. 27, SERIES OF 2020

OPCs incorporated before 18 December 2023 who failed to comply with the provisions of SEC Memorandum Circular No. 28, series of 2020 shall be subjected to a one-time penalty as provided for under the said Memorandum Circular and any amendments thereof.

SECTION 7. BY-LAWS

As provided for under Section 119 of the RCC, submission of by-laws is not required for OPCs.

SECTION 8. TRANSITORY PROVISION

I. EXISTING OPCs with no Filings of Appointment of Officers

All existing registered OPCs with no filings of Appointment of Officers and whose single shareholder who also assumes the position of the treasurer shall be given 30 days form the date of effectivity of this Memorandum Circular to comply with the necessary posting of the bonds, as the case may be. Otherwise, the necessary fines and penalties may be imposed. Additionally, those applicable OPCs who posted the necessary bonds with the Commission are directed to ensure their compliance are still valid and up to date.

II. OPCs Monitored but with No Penalty Imposed

OPCs that have been previously monitored for failure to timely post the required bond or for the late filing of their Appointment of Officers, but for which no penalties have yet been imposed, shall be assessed a penalty of Five Thousand Pesos (P5,000.00).

Upon payment of the penalty, the OPC shall not be considered as having committed a first offense. Thus, any subsequent violation shall still be treated and penalized as a first offense under the applicable rules.

III. OPCs with Pending Monitoring Applications

OPCs with pending monitoring applications as the date of effectivity of this Memorandum Circular shall no longer be processed under the previous guidelines. Should OPCs wish to continue, they must file a new monitoring request and shall be evaluated under the provisions of this Memorandum Circular.

IV. Adjustment of the Audit Threshold

Pursuant to Sec. 13 of SEC MC No. 7 Series of 2019, an Audited Financial Statements (AFS) must be prepared for OPCs with total assets/total liabilities of P600,000.00 or more. On the other hand, for OPCs with total assets/total liablilities of less than P600,000.00, an unaudited financial statement (UFS) may be prepared and certified under oath by the President and the Treasurer. The UFS must also be filed with 120 days from the end of the fiscal year indicated and its Articles of Incorporation, subject to the period to be prescribed by the Commission in an annual schedule of filing of AFS.

Effective for fiscal years ending on or after 31 December 2025, the audit threshold has been adjusted to Three Million Pesos (P3,000,000.00) pursuant to SEC MC No. 04, Series of 2026. Only OPCs with total assets or liabilities exceeding P3,000,000.00 are now required to submit an AFS. OPCs at or below this new threshold may submit financial statements accompanied by a Statement of Managements’ Responsibility (SMR) signed under oath by the President and Treasurer.

The Commission, hereby issues and prescribes the following guidelines on the filing of AFS and GIS for 2026:

Section 1. Deadline of Submission. All corporations, including branch offices, representative offices, regional headquarters and regional operating headquarters of foreign corporations, whose fiscal years end on 31 December, shall file their AFS through the SEC Electronic Filing and Submission Tool (eFAST). The deadline for filing of the AFS shall be on 29 May 2026.

All corporations under the jurisdiction of the SEC Extension Offices shall be governed by the same schedule in 2026.

Section 2. Corporations with Different Filing Schedule. The filing schedule prescribed in Section 1 hereof shall not apply to the following corporations:

• (a)Those whose fiscal years end on a date other than 31 December. These entities shall file their AFS within 120 calendar days from the end of their respective fiscal years;However, for brokers and dealers whose fiscal years end on 31 December, SEC Form 52-AR shall be filed with the Commission on 30 April 2026. Brokers and dealers whose fiscal years end on a date other than 31 December shall file SEC Form 52-AR 110 calendar days after the close of their respective fiscal years;
  
• (b)Those whose securities are listed on the Philippine Stock Exchange (PSE), those whose securities are registered but not listed on the PSE, those considered as public companies, and other entities covered under Section 17.2 of the Securities Regulation Code (SRC)shall file their AFS within 105 calendar days after the end of fiscal year, as attachment to their Annual Reports (SEC Form 17-A), in accordance with the Implementing Rules and Regulations of the SRC (SRC-IRR). Non-listed registered issuers of securities which filed SEC Form 17-EX (Notification of Suspension of Duty to File reports under Section 17 of the SRC) for 2026 shall observe the AFS filing period as prescribed in Section 1 or Section 2(a) of this Memorandum Circular, as applicable; and
  
• (c)Those whose AFS are being audited by the Commission on Audit (COA), provided that the following documents are attached to their AFS:
  • (c.1)An affidavit signed by the President and Treasurer (or Chief Finance Officer, where applicable) attesting to the fact that the company timely provided the COA with the financial statements and supporting documents,and that the audit of the COA has just been concluded; and
  • (c.2) A letter from the COA confirming the information provided in theabove affidavit

Section 3. Late Filings. Late filings or submissions after 29 May 2026 shall be subject to the applicable penalties.

Section 4. Requirements in the Submission of AFS. The submission of AFS shall be accompanied by the following requirements:

1. The AFS to be submitted, other than the consolidated financial statements, shall be stamped “received” by the Bureau of Internal Revenue (BIR). For companies, which filed their AFS through the BIR e-AFS system, they shall attach the system-generated Transaction Reference Number/ConfirmationReceipt which contains a PDF document issued by th*****@*****ov.phconfirming successful upload and contains the Company Name, TIN, Taxable Year, and file names submitted;
   
2. The AFS shall include the basic components prescribed under Revised SRC Rule 68. Failure to comply with any of the formal requirements under said Rule, including any material deficiency or misstatement that may be found upon evaluation of the specific contents thereof, shall be considered a sufficient ground for the imposition of penalties by the Commission. The acceptance and receipt by the Commission of the financial statements shall be without prejudice to such
   penalties;
   
3. The following shall submit annual audited financial statements (AAFS), as provided under the general financial reporting requirements stated in Revised SRC Rule 68, which was approved by the Commission En Bancon 19 August 2019, and SEC MCNo. 4, series of 2026:

• Stock corporationswith total assets or total liabilities ofmore than Three Million Pesos (P3,000,000.00), as prescribed under the RCC and any of its subsequent revisions or such amount as may be subsequently prescribed;
• Non-stock corporations with total assets or total liabilities of more than Three Million Pesos (P3,000,000.00), as prescribed under the RCC and any of its subsequent revisions or such amount as may be subsequently prescribed;
• Branch offices/representative offices of stock foreign corporations with assigned capital in the equivalent amount of One Million Pesos (P1,000,000.00) or more;
• Branch offices/representative offices of non-stock foreign corporation with total assets in the equivalent amount of One Million Pesos (P1,000,000.00) or more;and
• Regional operating headquarters of foreign corporations with total revenues in the equivalent amount of One Million Pesos (P1,000,000.00) or more.
  
  Financial statements of branch offices of foreign corporations licensed to do business in the Philippines by the Commission shall comply with the requirements of this Rule,unless otherwise determined by the Commission;

4. Corporations which do not meet the thresholds stated in Item 3 herein may submit their AFS, accompanied by a Statement of Management’s Responsibility (SMR), signed under oath as follows:

• For stock and non-stock corporations: by the Chairman of the Board, President or Chief Executive Officer, and Treasurer or Chief Financial Officer, all duly authorized by the Board of Directors;
• For One Person Corporations(OPCs): by the President and Treasurer.
  
  In the absence of the authorized signatories, the Board of Directors may expressly delegate such authority to a specific officer or director vested with equivalent authority.

Section 5. Filing of General Information Sheet (GIS). All corporations shall file with the Commission, through eFAST, their GIS within thirty (30)calendar days from:

• For Stock Corporations-the date of actual annual stockholders’ meeting;
• For Non-stock Corporations-the date of actual annual members’ meeting;
• For Foreign Corporations-the anniversary date of the issuance of their respective SEC licenses.

Section 6. Submission of SEC Form for Appointment of Officers (For One Person Corporations Only). The OPC-Appointment of Officers (OPC-AO) Form prescribed by the Commission shall be submitted within fifteen (15) days from the date of issuance of the OPC’s Certificate of Incorporation or within five (5)days from when the change was reflected (SEC MC No. 7, series of 2019)

Section 7. Submission of Annual Reports in eFAST. All corporations, both stock and non-stock, are required to file their annual reportorial requirements through eFAST, at the eFAST website following the deadline specified in Section 1, in the case of AFS submissions. All filers of GIS and AFS, regardless of the number of reports to be filed with the Commission, shall be accommodated through eFAST.

Other reports not yet accepted through eFAST shall be submitted through the iMessage Online Ticketing System. Submission of reports through email, mail, courier and/or over the counter shall no longer be accepted.

Inquiries and concerns in the enrollment and submission of annual reports in eFAST shall be accommodated through the iMessage Online Ticketing System and telephone numbers provided in the SEC Contact Center.

Section 8. Acceptance of the Report. The Commission shall accept all reports filed through eFAST regardless of their form and contents. The responsibility for ensuring the accuracy and completeness of the reports lies with the filers or the authorized signatories.

Reports maybe reverted for any of the following reasons:

• Poor image quality (e.g.,blurred and unreadable);
• Wrong page orientation;
• Wrong Company Profile;
• Wrong period covered and submission type; or
• Any submission found to contain erroneous or incorrect report filed.

AFSsubmitted via eFAST are automatically received and issued a QR Code, subject to post review.

Section 9. eFAST Operating Hours. The eFAST shall be open twenty-four (24) hours. However, all review, acceptance and reversion shall be done only from Mondays to Fridays. Submissions made on a Saturday, Sunday, holiday or during work suspension shall be considered filed on the next working day

Non-listed registered issuers and non-listed public companies that timely filed their SEC Form 17-L (Notification of Inability to File All or Any Portion of SEC Form 17-A or 17-Q) to extend the submission of their SEC Form 17-A (Annual Report) or SEC Form 17-Q (Quarterly Report),pursuant to Rule 17.1.1.6.2.2 of the SRC-IRR, shall strictly observe the respective 15-and 5-calendar day extension period for the said reports,such that if the last day of the said extension period falls on a Saturday, Sunday, holiday or during work suspension, the Annual or Quarterly Report shall be filed no later than the last working day within the respective 15- and 5-calendar day extension period.

Section 10. Date of Receipt of the Report.The reckoning date for the receipt of reports is the date they are initially submitted through eFAST, if the filed report is compliant with the requirements stated above.

A report, which is reverted, is considered not filed or not received. A notification will be sent to the filer, stating the reason for the rejection of the report based on the reasons stated in Section 8 of these Circular.

All reportorial requirements submitted shall be subject to review by the Commission, and if warranted, appropriate penalties may be imposed for violation of existing laws, rules and regulations.

Section 11. Requirement to Engage SEC-Accredited External Auditors. Pursuant to the requirements of the Revised SRC Rule 68, all corporations under Part 1, Section 3 (B) thereof are required to engaged SEC-accredited external auditors under the appropriate accreditation category.

Section 12. Repealing Clause. All other circulars, memoranda and implementing rules and regulations inconsistent with the foregoing provisions shall be deemed modified or amended accordingly.

Section 13. Effectivity. This Memorandum Circular shall take effect immediately after publication in two newspapers of general and national circulation.

This Circular is issued to reiteriate, ans clarify existing policies on the registration of Permanently Bound Loose-Leaf Books of Accounts and Computerized Books of Accounts, and to announce the extension of registration deadlines due to intermittent technical issues affecting the ORUS.

I. Mandatory Registration Through ORUS

Pursuant to Revenue Memorandum Circular No. 3-2023, and considering that ORUS has been fully implemented nationwide since 2023, the registration of Permanently Bound Loose-Leaf Books of Accounts and Computerized Books of Accounts shall be strictly and mandatorily completed online through ORUS within the prescribed deadlines, unless an extension is granted by the Commissioner of Internal Revenue is duly authorized representative, upon representative, upon request of the taxpayer filed before the lapse of the original period.

After successful registration via ORUS, a QR Code stamp shall be generated, which can be validated online.

1. For Permanently Bound Loose-Leaf Books of Accounts, the QR Code shall be affixed to the first page of the bound books.
2. For Computerized Books of Accounts, the QR Code shall be printed and kept for record purposes.

II. Manual Registration; Exceptional Cases

In cases of system downtime or technical errors that prevent online registration through ORUS, taxpayers may be allowed to submit their application for registration manually (for stamping) at the RDO of the Head Office or Branch Office where the taxpayer’s TIN or Branch in registered.

Manual registration shall be accepted only upon compliance with any of the following conditions:

1. An official advisory of ORUS system unavailability has been issued; or
2. A screenshot of the error message encountered during the online registration process is presented.

III. Records Not Covered by ORUS Registration

The registration of Loose-Leaf Invoices, Receipts, and other accounting records shall continue to be processed manually at the concerned RDO, as these transactions are not yet available online through ORUS.

IV. Extension of Registration Deadlines

Due to intermittent log-in connectivity issued experienced by ORUS arising from ongoing technical concerns, the deadlines for registration are hereby extended as follows:

V. Compliance

Taxpayers are enjoined to comply strictly with the foregoing requirements within the extended deadlines to avoid the imposition of penalties under existing revenue laws, rules, and regulations.

Further amending the “De Minimis” Benefits Provisions of Revenue Regulations (RR) No. 2-98 as Amended, Increasing the Ceiling of Non-Taxable Benefits

Pursuant to Sections 4 and 244 in relation to Section 33 of the Tax Code of 1997, these regulations are hereby promulgated to further amend RR No. 2-98, as amended by RR No. 004-2025, with respect to “De Minimis” benefits which are exempt from income tax on compensation as well as from fringe benefit tax.

Section 1. Section 2.78.1 of RR No. 2-98, as amended by RR No. 004-2025, is hereby further amend to read as follows:

“Section 2.78.1. Withholding of Income Tax on Compensation Income

(A) Compensation Income Defined.

(3) Facilities and privileges of relatively small value

• Monetized unused vacation leave credits of private employees not exceeding twelve (12) days during the year;
• Monetized value of vacation and sick leave credits paid to government officials and employees;
• Medical cash allowance to dependents of employees not exceeding P2,000.00 per employee per semester or P333.00 per month;
• Rice subsidy of P2,500.00 or more (1) sack of 50 kg. rice per month amounting to not more than P2,500.00;
• Uniform and clothing allowance not exceeding P8,000.00 per annum;
• Actual medical assistance, e.g., medical allowance to cover medical and healthcare needs. Annual medical/executive checl-up, maternity assistance, and routine consultations not exceeding P12,000.00 per annum;
• Laundry allowance not exceeding P400.00 per month;
• Employee’s achievement awards, e.g., for length of service or safety achievement, in any form, whether cash, gift certificate, or any tangible personal property, with an annual monetary value or not exceeding P12,000.00 received by the employee under an established written plan which does not discriminate in favor of highly paid employees;
• Gifts given during Christmas and major anniversary celebrations not exceeding P6,000.00 per employee per annum;
• Daily meal allowance for overtime work and night/graveyard shift not exceeding thirty percent (30%) of the basic minimum wage on a per region basis; and
• Benefits received by an employee by virtue of a collective bargaining agreement (CBA) and productivity incentive scheme provided that the total annual monetary combined value received from both CBA and productivity incentive schemes combined do not exceed twelve thousand pesos (12,000.00) per employee per taxable year.

Section 2. REPEALING CLAUSE – All existing rules and regulations and other issuances or parts thereof which are inconsistent with the provisions of these Regulations are hereby amended, modifies or repealed accordingly.

Section 3. EFFECTIVITY – These Regulations shall take effect after fifteen (15) days following its publication in the Official Gazette or in the BIR Official Website, whichever comes first.

Implementing the Enhanced Version of the Electronic Documentary Stamp Tax System

SECTION 1. SCOPE – Pursuant to the provisions of Sections 244 and 245 of the National Internal Revenue Code (NIRC) of 1997 as amended, these Regulations are hereby promulgated to implement the enhanced version of Electronic Documentary Stamp Tax (eDST) System of the Bureau of Internal Revenue (BIR).

SECTION 2. COVERAGE – All taxpayers whether individual or non-individual, falling under the following industries are mandated to use the enhanced version of the eDST system for the affixture of the prescribe documentary stamp on their taxable documents:

1. Bank, quasi-bank or non-bank financial intermediary, finance companies, or insurance, surety, fidelity, or annuity companies;
2. Shipping and airlines companies;
3. Pre-need companies on sale or pre-need plans, as provided under Section 186 of the Tax Code;
4. Educational institutions, with respect to the issuance of taxable certificated such as Diploma, Transcript of Records, and other documents taxable as certificates under Section 188 of the NIRC of 1997, as amended.
5. National Government Agencies and its instrumentalities, including Government-Owned or Controlled Corporations (GOCCs), Local Government Units (LGUs) except barangays, with respect to the documents taxable as certificates under Section 188 of the NIRC of 1997, as amended;
6. Notaries Public, including those employed in law firms and other offices, whether public or private; and
7. Such other industries as may be required by the Secretary of Finance, upon recommendation of the Commissioner, through the issuance of a revenue regulation.

SECTION 3. REQUIREMENT OF ONLINE ENROLLMENT ON THE USE OF eDST SYSTEM. – All taxpayers mandated to use the enhanced version of the eDST System shall enroll online through the website of the BIR. Considering that the said system has two (2) modules, the Deposit Module and Non-Deposit Module, the taxpayer can no longer enroll and use one module in the event that the said taxpayer has selected and enroll in the other module.

For this purpose, the Deposit Module shall refer to the module of the enhanced eDST system which requires an advance deposit to be credited to the system’s taxpayer’s ledger account and shall be deducted with the tax due for every printing of the documentary stamp on the taxable document. On the other hand, the Non-Deposit Module shall refer to the module of the enhanced eDST system which has the facility to immediately print documentary stamp on taxable documents prescribed under Section 188 of the NIRC of 1997, as amended, with the total tax dues of all the printed documents for the month to be remitted pursuant to the prescribed deadline.

SECTION 4. LIMITATIONS ON THE USE OF LOOSE DOCUMENTARY STAMPS AND CONSTRUCTIVE AFFIXTURE. – By way of exception to the mandatory use of eDST System, the use of loose documentary stamp and constructive affixture of documentary stamp to taxable documents shall be allowed, subject to the determination and requirements by the CIR through a separate revenue issuance.

Provided, That, loose documentary stamps shall only be affixed to taxable documents prescribed under Section 188 of the NIRC of 1997, as amended, whose tax due is Thirty Pesos (P30.00), except those covered by the eDST System or the constructive affixture of documentary stamp as the case may be. The affixture of multiple loose documetary stamps on taxable documents whose tax is more than P30.00 is therefore prohibited.

Provided further, That, the purchase of two or more pieces of loose documentary stamps for future affixture to taxable documents is prohibited, except on instances as may be determined by the CIR thru a separate revenue issuance.

SECTION 5. TREATMENT ON THE EXCESS DEPOSIT IN CASE OF CLOSURE OF BUSINESS.- The Revenue District Offices (RDOs) of the BIR, in the course of their examination of books of accounts of taxpayers applying for closure of business who are mandated to use the enhanced version of the eDST System, shall validate whether or not the taxpayers have an existing excess deposit balance in their eDST System’s ledger accounts. The validated excess deposit balance shall be applied against the taxpayer’s outstanding DST liability resulting from the said examination. Should there still be an excess of deposit balance after deduction from the outstanding DST liability, the excess shall be applied against the other outstanding tax liabilities of the taxpayer. Finally, any remaining validated deposit balance after deducting all the outstanding tax liabilities resulting from the said examination shall be refunded to the taxpayer. Accordingly, the excess balances of these taxpayers in their respective eDST System’s ledger accounts shall be adjusted/reversed.

SECTION 6 MANNER OF IMPLEMENTATION OF eDST SYSTEM. – The enhanced version of the eDST System may be implemented in phases as may be determined by the CIR thru separate issuance, including the procedural requirements for the effective implementation of the said System.

SECTION 7 PROHIBITION OF USE OF PREVIOUSLY AFFIXED LOOSE DOCUMENTARY STAMP – The use of a previously affixed loose documentary stamp for affixture to another document is strictly prohibited. For this purpose, any person, whether natural or juridical, executing the taxable document shall ensure that the loose documentary stamp affixed thereon is properly cancelled according to the applicable procedures prescribed in Item No. 3.c. of the “Guidelines on the Proper Sale and Affixture of Loose Documentary Stamps” under Revenue Memorandum Circular No. 092-2024 issued by this Bureau, before releasing the taxable documents.

SECTION 9 SEPARABILITY CLAUSE – If any of the provisions of these Regulations is subsequently declared invalid or unconstitutional, the validity of the remaining provisions hereof shall remain in full force and effect.

SECTION 10 REPEALING CLAUSE – All other issuances, rules and regulations or parts thereof which are contrary to or inconsistent with any of the provisions of these Regulations are hereby repealed, amended or modified accordingly.

SECTION 11 EFFECTIVITY – These Regulations shall take effect after fifteen (15) days following its publication in the Official Gazette of BIR official website, whichever comes first.

SECTION 1. SCOPE – Pursuant to Sections 244-245 of the National Internal Revenue Code of 1997, as amended, these Regulations are hereby promulgated to amend Section 8 of Revenue Regulations (RR) No. 25-2003 modifying the allowable depreciation rate for vehicle transfers from tax-exempt persons/entities to non-tax-exempt buyers in order to ensure equitable tax computation and alignment with market-based valuation.

SECTION 2. AMENDMENT – Section 8 of RR No. 25-2003 is hereby amended to read as follows:

” SEC. 8. TAX TREATMENT ON SUBSEQUENT SALE, TRANSFER OR EXCHANGE OF TAX-EXEMPT AUTOMOBILE BY A TAX-EXEMPT PERSON/ENTITY TO A NON-EXEMPT PERSON/ENTITY. -In case where a tax-exempt person/entity acquired an automobile, whether locally purchased or imported, without payment of the tax by reason of his/their exemption, the purchase thereof by a non-exempt person/entity shall be subjected to the ad valorem tax based on, whichever is higher of, (i) the actual consideration between the tax-exempt person/entity and non-exempt person/entity; or (ii) the depreciated value of the automobile at the time of sale, transfer or exchange which depreciation rate shall be at sixteen percent (16%) per year, but in no case shall the total amount of depreciation be more than eighty percent (80%) of the original cost or value.

However, in case where the automobile was acquired by the tax-exempt person or entity prior to but sold after the effectivity of the Act, the computation of the ad valorem tax shall be governed by the Act.

Where a tax-exempt automobile is subsequently sold, transferred, or exchanged by a tax-exempt person/entity, and it is determined that such acquisition was primarily intended to avoid the payment of excise tax, the applicable ad valorem tax shall be assessed based on the original purchase price or value of importation at the time of acquisition, without any allowance for depreciation.

A finding that the acquisition of an automobile was primarily to circumvent the payment of excise tax may be based on any of the following circumstances, unless evidence to the contrary is shown that the sale, transfer or exchange of the automobile is bona fide and at arm’s length:

1. The automobile is sold, transferred, or exchanged within a short period (e.g., within one year) from acquisition without sufficient justification or compelling reason (e.g., operational need, accident, or change in mission);
2. A pattern is observed where a tax-exempt person/entity repeatedly acquired automobiles under exemption and subsequently disposes of them shortly after, suggesting a business practice rather than a bona fide institutional use;
3. The automobile is transferred to an officer, employee, relative, or closely affiliated entity without arm’s length transaction terms or documented fair market value;
4. Records (e.g., milage logs, maintenance records) show that the automobile was hardly used for the entity’s official operations before its disposal;
5. Evidence exists of prior agreements, verbal or written, indicating intent to sell or transfer the automobile even before or shortly after acquisition;
6. The tax-exempt person/entity’s nature, operations, or size does not justify the acquisition of a luxury or high-value automobile under the exemption;
7. The automobile was never registered in the name of the tax-exempt person/entity without valid justification, or use was predominantly by persons not employed by a affiliated with the tax-exempt person/entity;or
8. Any other circumstance taken alone in combination with the above factors clearly indicates that the automobile was acquired not for bona fide institutional use but primarily to circumvent the payment of excise tax.”

SECTION 3. REPEALING CLAUSE. – All other issuances, rules and regulations or parts thereof which are contrary to and inconsistent with the provisions of these Regulations are hereby repealed, amended or modified accordingly.

SECTION 1 BACKGROUND

Section 160 of the National Internal Revenue Code (NIRC) of 1997, as amended, requires that importers and manufacturers of articles subject to excise tax shall post a bond for years succeeding the initial period of operation, based on the actual excise tax paid during the year immediately preceding the year of operation. The purpose of the bond is to secure the payment of taxes on excisable articles and to satisfy other obligations which may be incurred by the taxpayer.

Representatives from the petroleum industry and other stakeholders, however, submit that the requirement of posting importers’ or manufacturers’ bonds is no longer relevant or necessary given that oil companies are required to pay excise taxes due on petroleum products prior to their release from customs custody or withdrawal from a refinery, and that the bond requirement is inconsistent with the government’s policy of promoting ease of doing business and is an additional cost for these companies.

Section 5 of Republic Act (RA) No. 9485, or the Ease of Doing Business and Efficient Government Service Delivery Act of 2018, as amended by RA No. 11032, provides as follows:

“SEC. 5. Reengineering of Systems and Procedures – All offices and agencies which provide government services are hereby mandated to regularly undergo evaluation and improvement of their transaction systems and procedures and reeingineer the same if deemed necessary to reduce bureaucratic red tape and processing time.

The Anti-Red Tape Authority, created in this Act, shall coordinate with all government offices covered under Section 3 of this Act in the review of existing laws, executive issuances and local ordinances, and recommend the repeal of the same if deemed outdated, redundant and adds undue regulatory burden to the transacting public.

All proposed regulations of government agencies under Section 3 of this Act shall undergo regulatory impact assessment to establish if the proposed regulation does not add undue regulatory burden and cost to these agencies and the applicants or requesting parties: Provided, That when necessary, any proposed regulation may undergo pilot implementation to assess regulatory impact.”

Thus, in conformity with the provisions of Section 5 of RA No. 9485, as amended, the BIR shall submit the said provisions of Section 160 of the NIRC, as amended, to the Anti-Red Tape Authority (ARTA), for their review of the said provisions and their recommendation on the repeal of the same, if warranted.

Furthermore, pursuant to the provisions of Section 5 of RA No. 9485, as amended, mandating all government offices and agencies that provide government services to undergo evaluation and improvement of their transaction systems and procedures and reengineering the same if deemed necessary to reduce bureaucratic red tape and processing time, the Bureau is suspending the implementation of the subject bond requirement pending ARTA’s review and recommendation, and as “pilot implementation to assess regulatory impact” of the said proposed amendment to, or repeal of, the said provisions of the NIRC, as amended.

SECTION 2. SCOPE

Pursuant to the provisions of Section 244 of the NIRC of 1997, as amended, and Section 5 of RA No. 11032, in relation to Section 160 of the NIRC, as amended, these Regulations are hereby promulgated to temporarily suspended the implementation of the requirement of posting a bond to secure payment of excise tax and satisfy other obligation in relation to importation or production of petroleum products.

SECTION 3. TEMPORARY SUSPENSION OF BOND REQUIREMENT

The posting of a bond under Section 160 of the NIRC for the importation of petroleum products or production of the same in local refineries shall be temporarily suspended, subject to the following conditions:

• The importer/manufacturer is duly registered with the Bureau of Internal Revenue (BIR) and the Bureau of Customs (BOC);
• The importer/manufacturer has a record of substantial compliance with tax laws and customs regulations;
• The importer must secure an Authority to Release Imported Goods (ATRIG) from the BIR by electronically filing an application via the Philippine National Single Window system prior to the release of imported petroleum products from customs custody or their withdrawal from local refineries; and
• The importer shall submit to the BIR and BOC a monthly report of all importations covered under these Regulations, including quantities, invoice values, and corresponding tax payments.

SECTION 4. SUSPENSION PERIOD

The suspension of the implementation of the bond requirement shall be in effect until such time that the ARTA has decided if there is a necessity to propose amendments to Section 160 of the NIRC, as amended, or as necessity arises due to change in behavior of the industry players.

SECTION 5. COMPLIANCE MONITORING

The BIR, in coordination with the BOC, shall institute appropriate control and monitoring mechanisms to ensure that taxes due are timely paid, and to prevent abuse of the temporary suspension. Non-compliance with the foregoing conditions shall be subject to appropriate penalties under existing laws and regulations.

SECTION 6. REPEALING/AMENDATORY CLAUSE

All existing rules and regulaations or portions thereof inconsistent with these Regulations are hereby repealed , and amended, or modified accordingly.

SECTION 7. EFFECTIVITY

These Regulations shall take effect fifteen (15) days after publication in the Official Gazette or the BIR’s official website, whichever comes first.

SECTION 1. SCOPE – Pursuant to Sections 244 and 245 of the National Internal Revenue Code of 1997, as amended (Tax Code), in relation to Section 9 of Republic Act (RA) No. 12214 otherwise known as the Capital Markets Efficiency Promotion Act (CMEPA), these Regulations are hereby promulgated to further amend Section 7(B) of Revenue Regulations (RR) No. 17-2011 by revising guidelines on the allowed deduction which the employer may claim from his/its qualified contribution to employee’s Personal Equity and Retirement Account (PERA) under RA No. 9505, otherwise known as the PERA Act of 2008.

SECTION 2. COVERAGE. – These Regulations shall cover qualified employer’s actual contribution made to PERA on July 1, 2025 onwards.

SECTION 3. ADDITIONAL DEDUCTION FROM GROSS INCOME FOR PRIVATE EMPLOYERS THAT CONTRIBUTE TO PERA – Section 7(B)(II) of RR No. 17-2011, is hereby amended to read as follows:

In the above illustration, ABC Company is entitled to the one hundred percent (100%) deduction from its gross income for the contributions made to the PERA of Employee Nos. 1, 2, and 3 under PERA Act of 2008. Furthermore, pursuant to Section 34(M) of the Tax Code, as amended by Section 9 of CMEPA, ABC Company is entitled to an additional deduction equivalent to fifty percent (50%) of its PERA contributions for Employee Nos. 1 and 2 only. While ABC Company is not eligible for the additional fifty percent (50%) deduction for its contributions for Employee No. 3. since the amount it contributed is less than the amount contributed is less than the amount contributed by the employee, it remains entitled to the one hundred percent (100%) deduction for said contributions to the employee’s PERA under PERA Act of 2008.

With respect to Employee No. 4, ABC Company qualifies for both the one hundred percent (100%) deduction and the additional fifty percent (50%) deduction, but these deductions are limited to the amount necessary to complete the employee’s maximum allowable PERA contribution of P200,000.00, as prescribed under existing revenue regulations. Accordingly, the computation of both deductions is based on the P20,000.00 contributed by the company, which completes the employee’s allowable contribution threshold.

Finally, with respect to Employee No. 5. ABC Company is entitled to the one hundred percent (100%) deduction for its PERA contribution under PERA Act of 2008. It may also qualify for the additional fifty percent (50%) deduction, provided that the employee makes a qualified contribution to PERA within the same calendar year, and the company’s contribution is at least equal or greater than the employee’s contribution.

SECTION 4. SEPARABILITY CLAUSE – If any of the provisions of these Regulations is subsequently declared invalid or unconstitutional, the validity of the remaining provisions hereof shall remain in full force and effect.

SECTION 5. REPEALING CLAUSE – All other issuances and rules and regulations or parts thereof which are contrary to and inconsistent with the provisions of these Regulations are hereby repealed, amended or modified accordingly.

Implementing the Documentary Stamp Tax (DST) Rate Adjustments and Amendments to the Documents and Papers Not Subject to DST Under Republic Act No. 12214, Otherwise Known as the “Capital Markets Efficiency Promotion Act”

SECTION 1 . SCOPE – Pursuant to Sections 244 and 255 of the National Internal Revenue Code of 1997, as amended (Tax Code), in relation to Sections 19,20,21,23, and 25 of Republic Act (RA) No. 12214, otherwise known as “Capital Markets Efficiency Promotion Act” (CMEPA), these Regulations are hereby promulgated to implement the rate adjustments for DST under Sections 174, 176, and 179 of the tax Code and the amendments to the documents and papers not subject to DST under Section 199 of the same Code.

SECTION 2. COVERAGE – These Regulations shall cover documents, loan agreements, instruments, papers, acceptances, assignments, sales and transfers of the obligation, right or property incident thereto in respect of the transactions made or accomplished on July 1, 2025 onwards.

SECTION 3. DEFINITION OF TERMS – For purposes of these Regulations, the following terms shall be taken to mean as follows:

(a) Mutual Fund Company – an open-end and close-end company as defined under the Investment Company Act.

(b) Unit Investment Trust Fund – an open-ended pooled trust fund denominated in peso or any acceptable currency, which is established, operated, and administered by a trust entity and made available by participation.

(c) Debt Instrument – shall mean instruments representing borrowing and lending transactions, including but not limited to debentures, certificates and indebtedness, due bills, bonds, loan agreements, including those signed abroad wherein the object of contract is located or used in the Philippines, instruments and securities issued by the government or any of its instrumentalities, deposit substitutes, debt instruments, certificates or other than the regular savings deposit taking into consideration the size of the deposit and the risks involved or drawing interest and having a specific maturity date, promissory notes, whether negotiable or non-negotiable, except bank notes issued for circulation.

SECTION 4. NEW RATE OF DST ON ORIGINAL ISSUE OF SHARES OF STOCK – Section 174 of the Tax Code, as amended by Section 19 of the CMEPA, now reads as follows:

“SEC 174. Stamp Tax on Original Issue of Shares of Stock. – On every original issuem whether on organization, reorganization or for any lawful purpose, of shares of stock by any association, company or corporation, there shall be collected a documentary stamp tax of SEVENTY-FIVE PERCENT OF ONE PERCENT (75% OF 1%) of the par value of such shares of stock: Provided, That in the case of the original issue of shares of stock without par value, the amount of the documentary stamp tax herein prescribed shall be based upon the actual consideration for the issuance of such shares of stock: Provided, further, That in the case of stock dividends, on the actual value represented by each share.”

SECTION 5. NEW RATE OF DST ON BONDS, DEBENTURES, AND CERTIFICATES OF STOCK INDEBTEDNESS ISSUED IN FOREIGN COUNTRIES – Section 176 of the Tax Code, as amended by Section 20 of the CMEPA, now reads as follows:

“SEC 176. Stamp Tax on Bonds, Debentures, and Certificates of Stock or Indebtedness Issued in Foreign Countries – A documentary stamp tax of SEVENTY-FIVE PERCENT OF ONE PERCENT (75% OF 1%) of the value of the transaction shall be collected from the person selling or transferring bonds, debentures, certificates of stock, or certificates of indebtedness issued in any foreign country.”

SECTION 6. NEW RATE OF DST ON ALL DEBT INSTRUMENTS – Section 179 of the Tax Code, as amended, by Section 21 of the CMEPA, now reads as follows:

“Sec. 179. Stamp Tax on All Debt Instruments – On every original issue of debt instruments, there shall be collected a documentary stamp tax of SEVENTY-FIVE PERCENT OF ONE PERCENT (75% OF 1%) of the issue price of any such debt instrument: Provided, That for such debt instruments with terms of less than one (1) year, the documentary stamp tax to be collected shall be of a proportional amount in accordance with the ratio of its term in number of days to three hundred sixty-five (365): Provided, further, That only one documentary stamp tax shall be imposed on the loan agreement and promissory notes, mortgage, security interest over personal property, and other contracts issued to secure such loan,“

In cases where a loan agreement and a promissory note, mortgage, security interest over personal property and other contracts issued to secure such loan are simultaneously issued and executed, only one DST shall be imposed on either loan agreement or promissory note, mortgage, security interest over personal property and other contracts issued to secure such loan, whichever will yield a higher tax. Moreover, where only one instrument was prepared, made, signed or executed to cover a loan agreement/promissory note /pledge/mortgage, the DST prescribed in Section 195 of the Tax Code, on Stamp Tax on Mortgages, Pledges and Deeds of Trust, shall be paid and computed on the full amount of the loan or credit granted. In this regard, the instrument shall be treated as covering only one taxable transaction.

SECTION 7. DOCUMENTS AND PAPERS NOT SUBJECT TO STAMP TAX. – Section 199 of the Tax Code, as amended by Section 23 of the CMEPA, now reads as follows:

“SEC. 199. Documents and Papers Not Subject to Stamp Tax – The Provisions of Section 173 to the contrary not withstanding, the following instruments, documents, and papers shall be exempt form the documentary stamp tax:

(e) Sale, exchange, redemption, or other disposition of shares of stock listed and traded through a local or foreign stock exchange.

(o) Original issuance, redemption, or other disposition of shares in a mutual fund company.

(p) Issuance of certificate or other evidence of participation in a mutual fund or unit investment trust fund.”

SECTION 8. SEPARABILITY CLAUSE – If any of the provisions of these Regulations is subsequently declared invalid or unconstitutional, the validity of the remaining provisions hereof shall remain in full force and effect.

SECTION 9. REPEALING CLAUSE – All other issuances and rules and regulations or parts thereof which are contrary to the inconsistent with the provisions of these Regulations are hereby, amended or modified accordingly.