RMO No. 26-2023 — Prescribes the policies, guidelines and procedures in the processing of request for corporate information, including beneficial ownership information, with the Securities and Exchange Commission Digest | Full Text | Annex A | Annex B

REPUBLIC OF THE PHILIPPINES

BUREAU OF INTERNAL REVENUE DEPARTMENT OF FINANCE

1 8_JUL_2023]

REVENUE MEMORANDUM ORDER N0. &6- 2023

TO : All Internal Revenue Officers, Officials and Others Concerned

SUBJECT : Policies, Guidelines and Procedures in the Processing of Request for With the Securities and Exchange Commission Corporate Information, Including Beneficial Ownership Information,

BACKGROUND

On February 28. 2023, the Bureau of Internal Revenue (BIR) and the Securities and

the BIR to corporate information, including beneficial ownership information, by documents submitted by all corporations to the SEC. Republic Act (RA) No. 10173 or the Data Privacy Act of 2012, as implemented by NPC Circular 16-02 dated October 10, 2016. The DSA enhances and streamlines the access of allowing on-site and online access, as well as off-site access, to relevant reportorial Exchange Commission (SEC) entered into a Data Sharing Agreement (DSA) pursuant to

corporations for money laundering, terrorist financing, tax evasion and other illicit controls the corporation or exercises ultimate effective control over the corporation. Disclosing beneficial ownership information is required to prevent the use of A beneficial owner of a corporation is the natural person who ultimately owns or

to conceal the true ownership of activities and assets. activities, among other purposes. Tax evasion and money laundering commonly create secrecy by layering of ownership through opaque legal structures or other legal vehicles

H. OBJECTIVES

Under the National Internal Revenue Code (Tax Code), as amended, the powers and duties of the BIR include, among others, the assessment and collection of all national internal revenue taxes, fees and charges, and the enforcement of all forfeitures, penalties and fines connected therewith. The Tax Code authorizes the Commissioner, among governments, government agencies and instrumentalities, like SEC, and to examine any determining the liability of any person for any internal revenue tax, or in collecting any others, to obtain relevant information from any office or officer of the national and local book, paper, record, or other data which may be relevant or material to such inquiry, in such liability, or in evaluating tax compliance.

SEC Memorandum Circular No. 17, Series of 2018.

BUREAU OF INTERNAL REVENUE INTErNAL COMMUNICATIONS DIVISION aseTTas JUL 19 2023 BUREAU OF INTERNAL REVENIJE NNYNT jUL I9 2023 B} 133 D

RECORDS MGT. DIVISION TUU

In case of corporations, partnerships or associations, compulsory production of taxpayer's records may be done through the issuance of subpoena duces tecum(SDT) tc BIR may institute criminal proceedings against certain corporate officers, including the the partner, president, general manager, branch manager, treasurer, registered officer-in- charge, employee/s or other persons responsible for the custody of the books of accounts and other accounting records mandated to be submitted or information mandated to be provided. Similarly, in holding such entities liable for any violation of the Tax Code, the

partner, president, general manager, branch manager, treasurer, officer-in-charge, and the employees responsible for the violation.

Forum where the Philippines is a member. complies with the international tax transparency standards set by the OECD Global the true ownership of activities and assets and, thus, allow fair taxation.and just enforcement of tax laws. Availability of beneficial ownership for tax purposes also Forum on Transparency and Exchange of Information for Tax Purposes or the Global Specifically, by having access to beneficial ownership, the BIR will be able to know

utilized and maximized and their confidentiality maintained, protected and secured. and streamlined access to such documents and information so that they can be fully information, including beneficial ownership information, and documents in the possession or custody of the SEC. Hence, the need for a more organized, coordinated In enforcing these statutory powers and objectives, the BIR will need corporate

guidelines and procedures to be followed by BIR officials and employees when responsibilities of the BIR officials and employees involved in the implementation of the requesting for corporate information from the SEC and to clarify the respective roles and DSA. This Revenue Memorandum Order (RMO) is, therefore, issued to prescribe the

I. INFORMATION THAT MAY BE REQUESTED

registered/licensed entities, including beneficial ownership information. In particular, the following information may be requested from the SEC: The DSA allows the BIR to obtain information on corporations and other

a. complete name of incorporators, stockholders, directors, trustees, members, b.beneficial owners of SEC-registered corporations; d. information on other persons licensed by the SEC. C. partners in a partnership; and address, date of birth, nationality, taxpayer identification number (TIN), and percentage of ownership; officers of a SEC-registered corporation, including their specific residential

UREAU OF INTERNAL REVENUE JUL 19 20230 } 33P

RECORDS MGT. DIVISION TCC

V. DATA PROTECTION OFFICER

Officer (DPO) of the BIR, shall be acting through the Chief of the International Tax Commissioner for Information Systems Group, the duly designated Data Protection For the purpose of implementing the mandates of the DSA, the Deputy

Affairs Division (ITAD), as her alternate DPO.

V. INITIATING REQUEST FOR INFORMATION

accessing the information and documents provided by the SEC. requests for corporate information from BIR offices, and storing, transmitting, and The BIR shall develop a web-based application for the purpose of receiving

While the said web-based application is not yet in place, the requesting office shall

letter shall follow the prescribed format (Annex A). the DPO, for the attention of the alternate DPO, and coursed through the ITAD. The send its request for assistance to the official email address created for this purpose, i.e.. boinfo_itad@bir.gov.ph. All requests for corporate information shall be addressed to

In turn, the alternate DPO shall assign a reference number, which will be used to

and shall likewise be sent to the SEC using the same email facility. substance. If found to be complete and in order, he/she shall prepare a letter-request addressed to the SEC. This letter-request shall follow the prescribed format (Annex B) track the said request, and thoroughly evaluate if said request is sufficient in form and in

receiving information/documents from the said government agency and transmitting the same to the requesting office. any other person authorized to act as such pursuant to a Revenue Delegation Authority Order. It shall not only be used when sending requests to the SEC but also when The official email address shall be managed exclusively by the alternate DPO and

V. PROCESSING OF REOUEST. METHOD OF DISCLOSURE, TRANSFER

compliance with the Data Privacy Act of 2012 and its implementing rules and security prescribed under RMO No. 1-2020 or the Data Privacy Manual of the BIR, in and transferred following the policies and guidelines for personal data protection and All personal data obtained pursuant to this DSA shall be used, processed, disclosed

regulations.

preferably via a secure email facility or via the cloud storage associated with the official email address. Access to the uploaded files shall only be given to the head of the Files and documents containing personal data shall be encrypted and transferred

has been indicated in the request-letter. Other revenue employees shall only be given duly signed by the head of the requesting office. requesting office and any other person authorized by the head of office and whose name access to the uploaded files upon receipt by the alternate DPO of an authorization letter

BUREAU OF INTERNAL REVENUE NNY JUL 1 9 2023 .330m

RECORDS MGT.DIVISION JC

personal data. possible, facsimile technology shall not be used in transmitting documents containing through registered mail or, where appropriate, authorized parcel post service. As much as Personal data stored in paper files or any physical media shall be transmitted only

VI. CONFIDENTIALITY

with the provisions of the relevant DSA. The data sharing between the BIR and the SEC shall be carried out in accordance

and shall be used only for the purpose or purposes stated in the letter-request in confidentiality pursuant to the Data Privacy Act of 2012 and Section 270 of the Tax Code accordance with the objectives set forth in item II hereof. Any information obtained pursuant to this DSA shall be treated with utmost

VHII.REPEALING CLAUSE

are hereby repealed, amended or modified accordingly. Other pertinent revenues issuances or portions thereof that are inconsistent herewith

IX. EFFECTIVITY

This RMO shall take effect immediately.

UI, JR nissioner of Internal Revenue 011436

BUREAU OF INTEPNAL REVENUE N JuRL 1'9-2823 j :33Dm

11 RECORDS MGT. DIVISION