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Tax Alert

Mandatory Registration of Persons Engaged in Business and Administrative Sanctions and Criminal Liabilities for Non-Registration

This Tax Alert is issued to inform all concerned on the policies, guidelines, procedures, and requirements for the implementation of the mandatory registration of persons engaged in business, including brick-and-mortar stores and online trade or business pursuant to Sections 236(A) of the Tax Code and Republic Act No. 11967, otherwise known as the Internet Transactions Act of 2023.

Under Section 236 (A) of the Tax Code, as amended, every person subject to any internal revenue tax shall register, either electronically or manually, with the Bureau of Internal Revenue:

a. Within ten (10) days from the date of employment; or 

b. On or before the commencement of business; or 

c. Before payment of any tax due; or 

d. Upon filing of a return, statement or declaration as required under the Tax Code.

Specifically for online businesses and activities, the Internet Transactions Act of 2023 also mandates that persons engaged in online trade or business shall observe and comply with the policies, laws and regulations in the countries where their goods and services are marketed, which necessarily includes, the registration of online trade or business with the BIR, filing of proper tax returns and payment of applicable internal revenue taxes.

Anyone engaged in trade or business in the Philippines who fails to register with the Bureau of Internal Revenue (BIR) will face administrative and criminal fines and penalties. Additionally, individuals who intentionally assist in committing a tax-related crime, or cause another person to commit such an offense, will be held equally liable under Section 253(b) of the Tax Code.

Persons, whether natural or juridical, who are engaged in the following trade or business in the Philippines, are covered by these regulations:

a. Sale and lease of goods and services through physical stores; 

b. E-commerce activities, including selling or procuring physical or digital goods, digital services, and various online activities like gaming, financial services, entertainment, travel, and education; 

c. Operation of digital platforms, such as e-marketplaces; 

d. Sale and lease of goods and services via digital platforms; 

e. Income-generating digital content creation and streaming, including advertising, blogging/vlogging, and subscriptions; 

f. E-retailing of goods and services; 

g. Sale of creative, professional, freelance, or digital services provided online; and

h. Any other online business activities not specifically mentioned.

A. Registration

All covered persons shall register with the BIR following the guidelines set forth under the Tax Code and relevant issuances. The following are the guidelines shall be complied with:

a) A person involved in selling or leasing goods and services through physical stores (brick-and-mortar) must register their head office with the BIR district office that has jurisdiction over their business address. Additionally, any branch or facility must be registered with the BIR district office responsible for the location of that branch or facility. 

b) A person who operates, maintains, or sets up an online presence or online store for their brick-and-mortar business must register the online store's name with the BIR as an additional "business name" linked to the head office or branch managing the online operations. This online store should not be registered as a separate branch. 

c) A person selling or leasing goods and services solely through a website, platform, or application without a physical store must register with the BIR district office that has jurisdiction over their place of residence (for individuals) or the principal place of business registered with the Securities and Exchange Commission (SEC) (for juridical entities).

The original Certificate of Registration (COR) or Electronic Certificate of Registration (eCOR) must be prominently displayed at their place of business and at each branch or facility so that it is clearly visible to the public. For peddlers or those without a fixed place of business, the COR/eCOR should be kept in the possession of the holder thereof, or at the place of residence, or at the head office's address. The COR/eCOR must be presented upon request by any internal revenue officer. 
 
Further, all persons conducting business through a website, social media, or any digital platform must display an electronic copy of their BIR Certificate of Registration (COR/eCOR) on their website, page, account, platform, or application. This proof of registration must always be easily accessible and visible to buyers or customers visiting the online platform. 
 
Failure to register shall be subject to administrative penalties and criminal liabilities provided under the regulations.

B. Responsibility of Lessors, Digital Platforms, including E-marketplaces

Lessors and sub-lessors of commercial establishments or spaces, as well as operators of digital platforms, including e-marketplaces, must ensure that all their lessees and online sellers are duly registered with the BIR, have a Taxpayer Identification Number (TIN), and comply with invoicing requirements as outlined in Sections 236, 237, and 238 of the Tax Code.

Failure to implement or enforce internal rules to prevent lessees and online sellers without the required BIR COR/eCOR from selling or offering goods and services on physical stores, websites, or digital platforms will be considered aiding or abetting in the offense.

Owners or sub-lessors of commercial spaces must continue to meet their existing reporting requirements under current Revenue Regulations. Digital platforms and e-marketplaces must provide any required information to the CIR or their authorized representatives upon request.

C. Suspension of Business Operations

The Commissioner of Internal Revenue (CIR) or an authorized representative can issue a Closure/Take Down Order to shut down the business operations of anyone doing business in the Philippines who fails to register as required. The closure of business operations under a duly approved Closure/Take Down Order shall not preclude the BIR from filing the appropriate charges, if evidence so warrants, against the person concerned, or in the case of corporate taxpayers, against the responsible officers of the corporation, under the Run After Tax Evaders (RATE) Program of the BIR.

The Closure/Take Down Order will remain in effect for at least five days and will only be lifted once the business complies with the requirements of registration, as well as any additional conditions specified by the CIR or their authorized representatives in the order.

The Closure/Take Down Order will only be lifted once the BIR has confirmed that the violations cited in the order have been corrected and that the person has met all requirements set by the CIR or their authorized representatives, in accordance with existing laws, rules, and regulations.

All implementing offices of the Bureau must regularly submit reports on issued and executed Closure/Take Down Orders, as well as on the lifting of such orders, to the CIR or their authorized representative.

D. Penalty

Any person found violating Section 236(A) and related provisions of the Tax Code shall face the following liabilities:

Nature of Violation  Tax Code Provision  Amount of Compromise  
Penalty 
Late Registration - voluntary registration  Sec. 275  P1,000.00 
Failure to register store name or business name  Sec. 275  P1,000.00 per business name or store 
Failure to post COR/eCOR on the place of business or website, webpage, account, page, platform or application  Sec. 275  P1,000.00 for every violation per business name or store name 
Allowing lessees or online sellers/merchants to use to engage in business the premises or digital platform without BIR registration  Sec. 253 in relation to Sec. 258  P20,000.00 ** for each branch/ store/ establishment 
 
** Penalty of lessor/digital platform/e-marketplace 
Failure to obey or refusal to comply with the Closure/Takedown Order  Sec. 258  P20,000.00  
Failure to Register Head Office or Branch - if the business or self-employed is 
discovered through various means, including: 
 
1. During Tax Compliance Verification Drive (TCVD) 
2. Ocular inspection or mission order 
3. Upon BIR notification to register 
4. Through third-party reports 
Sec. 258  Medium and Large Taxpayer - P20,000 
Small Taxpayer - P15,000 
Micro Taxpayer - P5,000 
Business subject to excise tax - P50,000 

These Regulations shall take effect fifteen (15) days after publication in the Official Gazette, Bureau's official website, or in any newspaper of general circulation, whichever comes earlier.

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