RMC No. 41-2018 — Clarifies the issuance of Taxpayer Identification Number (TIN) for corporations relative to its corporate term under the Corporation Code of the Philippines Digest | Full Text

BUREAU OF INITERNAL REVHNUE REPUBLIC OF THE PHILIPPINES ]i_l nl\\ DEPARTMENT OF FINANCE A Ulliil!lililt BUREAU OF INTERNAL REVENUE RECORDS MGT. DIVISiO h! Quezon City May' 23. 201 8 REVENUE MEMORANDUM CIRCULAR NO. 1- IOIS SUBJECT Clarification on the Issuance of Taxpayer Identification Number (TIN) for Corporations relative to Its Corporate Term Under the Corporation Code of the Philippines TO All lnterlal Revenue Officials, Enrplovees a1d Others Concerned Relative to Revenue Memorandum Order No. 30-2005. this Circular is being issued to clarify policies on the issuance of TIN of corporations that have reacired its corporate life as originally stated in its Afticles of Incorporation. Section I 1 of the Corporation Code of the Philippines provides: "section 1l - Corporute term. - A corporctlion shall exist.fbr a periocl not exceedirlC./ih' (5a1 1,g5y.t.ft.om tl.te dote c.)'l'incorporalion unless sooner dissolved rtr wiless said period is extetlclecl. The corporctte tentl as originallt, slated in lhe articles of incorprtraliort rncn' be extenclecl .fot.periods not erceecling./irt)) O0.) yecu's itt ctny single instance by an amendntenl o.f the articles of incorporation, in crccordctncewith this C)ode; Provided, Thol no exten.\iott can be mode ecu-lier than.five (51 ltertrs pricn" to the original or strbsecltrent expin' clate(s) tmless there are justifioble reasrms .for on ecu'lier exten.\ion os n'tct)t he detertttirtecl b)' the Sectrrities and Exchange Contruissictn (SEC). " In line with the above provision, the following policies shall be adopted: 1. A corporation or paftnership whose corporate life has heen granted all extensioll by SEC prior to the expiration of its corporate lif'e. shall not be issued a new TIN. lt is however mandated that the ta.\pa\rer sitall gpclate its registration recorcl bl subrritting BIR Irornr No. lcXl-i. attachitrg a coil-' ol rhe neuil,issLrecl SEC Cenificate ol Registration (SEC CORI and the.Atrended Articies ol Incorporation bearing the sarne natre as a proololits corporate life extensiot-t. 2. Corporation or Parlnership with typographical errors (Corporate Natne errors. etc.) in its first SEC COR _ A corporation or patlnership that has been issued a second or new SEC COR to correct typographical errors (Corporate Name errols. etc.) shall not be issued a nerv'[lN. but. the taxpayer ;lr ,if.L.]'L,i,il,a,U;.^-i ,tv^,,unPurdilrLr* ill,r.: rrL-b4tJ,Li.'s:r",rrion r',iLh Lhe F.e',clrue Distl'icl Oifice iF,D'3r ',','llcl'-':lucil corporation/partnership is regi stered. 3. - Expired Cotporations or Partnership 3.1 A corporation or paflnership r.r,hose regislration u'tth SEC has beetr revtlked or its corporate Iile has erpilecl sitall cease to e.rist as a.iuridical entiti tt, dtl irr:sine:;s. E;rpiicd corporatioll:) are tirose r.r,ith corporate ternts that have lapseci r'i'ithoui being t'ener.ied or extelrded.

-).J While SEC allorvs the re-registration of expired colporation using the same corporate narre as reflected in the SEC COR, such corporation is a ne\\' corporation bearing a new SEC Registration Nutnber and new pre-generated TIN as confirmation that the same is a separate and distinct entity from the expired corporation. J.i The pre-eenerated TIN issued thru SEC to the nervly registeled corporation Lrsing the name of the expired corporation shall be confirrned by the BIR using BIR Form No. 1903 for the issuance of BIR Certificate of Registration and application fbr Authority to Print principal/sLrpplementary invoices/receipts, simr"rltaneolls with the application for cancellation of the old TIN of the expired corporation. fbllorving existing procedures. 3.4 The nerv TIN of the said corporation shall be used in all of its f uture transactions with the Bureau. 3.5 The TIN of corporation or paftnership which ceased to exist as a juridical entity due to the expiration of its corporate life shall be used b1, the said corporation in the process of liquidation/rvinding-up its business and shall be cancelled upon the issuance of clearance by the Bureau. 3.6 ln case the expired corporation is classifled as a Large Taxpayer'(LT), such registration status shall be carried over by the newly registered corporation that assumed the business name and operations of the expired corporation. Hence, registration will have to be made with the LT Division where the old corporation is registered. 4. In tnerger of corporations, the surviving corporation shall retain its TIN while the TIN of the merged corporation shaii be cancelied foliou,ing the exrsting procedures in the canceliation of regtstration. ln the consolidation of corporations. a nelr TIN shall be issued to the neu' colporation and tlre TINs of the consolidated corporations shall be cancelled tbllowing the existing proceclures in the canceliation of registration. All lnternal rcvenlrc ofllcers ancl enrplovces are herebr enjoined to give this CircLrlar a iiide publicrtl as possibie, OF lru-iERid F\L r{ F,^"^ry-,-*f- /^\l l- CAESAR R. DULAY ii2 i u 11\, ll /[rag Comrnissioner o1' Inlern/t,1aJllt1,lR!{e-v-etn+ue 6 -r M, ti,l i.V ii i '.,i1:i: RN:CCft.DS i..4LiI'