Philippines: Government Issuances Relating to COVID-19

A. Bureau of Internal Revenue (BIR) Extends Deadlines for the Payment of Various Taxes and for the Filing of Annual Income Tax Returns (AITR), Value-Added Tax (VAT) Refund Applications and Various Other Tax Returns

To recall, on March 16, 2020, the Commissioner of Internal Revenue issued –

1. Revenue Memorandum Circular (RMC) No. 25-2020 (Filing of the 2019 Income Tax Returns and Submission of the Required Attachments), and

2. RMC No. 26-2020 (Filing and Payment of the Corresponding Taxes Due Per BIR Form Nos. 2550M – Monthly Value-Added Tax Declaration, 1600WP – Monthly Remittance of Percentage Tax on Winning and Prizes Withheld by Racetrack Operators, 2550Q – Quarterly Value-Added Tax Declaration (Cumulative for Three (3) Months), 1702Q – Quarterly Income Tax Return for Corporation, Partnerships and Other Non-Individual Taxpayers, 2000 – Documentary Stamps, 2000-OT Documentary Stamps (One Time Transaction), 1600 – Monthly Remittance Return of Value-Added Tax and Other Percentage Tax Withheld, 1601C – Monthly Remittance Returns of Income Taxes Withheld on Compensation and 2200M – Excise Tax Return for Mineral Products)

-- clarifying that the deadlines of payments of various taxes that fall within the period of the Enhanced Community Quarantine over Luzon from March 17 to 12 midnight of April 13, 2020 (ECQ) have not been extended.

On March 17, 2020, the Commissioner issued RMC No. 28-2020 (Filing of the 2019 Income Tax Returns and Submission of Required Attachments)[1], extending the deadline for filing and payment of the 2019 Annual Income Tax Returns (AITR) from April 15, 2020 to May 15, 2020 without the imposition of penalties. However, in a press release dated March 19, 2020[2], the Department of Finance (DOF) appealed to taxpayers who are able to file on or before the original deadline of April 15, 2020 to do so in order to help the government fund measures and programs to respond to the COVID-19 pandemic.

On March 19, 2020, the Commissioner issued RMC No. 29-2020 (Amending Revenue Memorandum Circular No. 26-2020, Relative to the Extension of Deadlines for the Filing of Various Returns and Payment of Taxes Due Thereon)[3], extending the deadline for filing and payment of tax returns associated with the other taxes that were covered by RMC 26-2020.

The Commissioner also issued RMC No. 27-2020 (Extending the Deadline for the Filing of Applications for VAT Refund and Ninety (90) Day Processing Period Pursuant to Section 112 of the Tax Code of 1997, as amended by R.A. No. 10963 (TRAIN Law))[4] dated March 17, 2020 to prescribe guidelines for the extension of the deadline for the filing of applications for value-added tax (VAT) refund. The circular allows taxpayers to file their applications for VAT refund covering the quarter ending March 31, 2018 until April 30, 2020. Under this RMC, the Commissioner clarified that the 90-day processing period for “VAT refund claims currently being evaluated by the processing offices and those filed with the BIR from March 16, 2020 to April 14, 2020” is suspended. The counting of the number of processing days shall resume after the President lifts the ECQ.


B. Philippine Government Issues Dos and Don’ts during Enhanced Community Quarantine

The Philippine President approved Bulletin No. 1 (Luzon Enhanced Community Quarantine Basic Do’s and Don’t’s) on March 18, 2020 which prescribes guidelines to follow during the ECQ. This was issued to further implement Proclamation No. 929 (Declaring a State of Calamity Throughout the Philippines Due to Corona Virus Disease 2019) dated March 16, which declared a State of Calamity over the country for six months, and placed the island of Luzon under ECQ.

With respect to employees in the private and Government sector, Bulletin No. 1 specifically provides the following:

1. Private sector employees should not report for work “unless the employer company is engaged in providing basic necessities or services.”

2. Private sector employers are “encouraged to adopt a work arrangement that will not require physically reporting for work.” They “should extend financial assistance to their employees” and “may grant prorated 13th month pay.”

3. Private sector employers “should not terminate their employees by reason only of not reporting for work because of the [COVID-19] situation.”

4. The Philippine Government will provide social amelioration packages for those affected by the work stoppage.

5. Employees in the executive branch of the government “should work from home, except those rendering emergency frontline services.” Government agencies authorized to continue to operate during the ECQ should maintain a skeleton staff.

6. The following can leave the country anytime: overseas Filipino workers (OFWs), balikbayans, and foreign nationals, provided that (a) “their departure is 24 hours from the time they leave their homes or hotels,” and (b) “[n]o sendoff party will be allowed to accompany departing passengers.”

7. “Filipinos who will go out as tourists to any destination shall not be allowed to leave the country.”

8. The following are allowed to return to the country anytime: (a) “Filipinos abroad… including their foreign spouse and children, and (b) other permanent residents of the Philippines, provided that those returning (i) from China, Hong Kong or Macau “shall be subject to 14-day quarantine in a quarantine facility,” and (ii) any other country/territory “should comply with mandatory home quarantine.”


C. Securities and Exchange Commission (SEC) Allows the Filing of General Information Sheets (GIS) via Email

SEC Memorandum Circular No. 9 Series of 2020 (Guidelines for the filing of the General Information Sheet (GIS) during the COVID-19 Outbreak and Enhanced Community Quarantine)[5] dated March 18, 2020 was issued in relation to the requirement under Section 25 of the Revised Corporation Code[6]. It provides the following:

1. A domestic corporation that held an election of directors/trustees and officers still has 30 days from the actual meeting to submit its GIS. However, in view of the COVID-19 pandemic, and the fact that the SEC offices in Luzon are closed[7] during the period of the ECQ, the GIS can be submitted via email at email addresses specified in the circular[8], or via ordinary or registered mail[9] or private courier.

The circular provides that if the submission was done via email, the date of receipt of the GIS by the SEC is “the date of receipt of SEC system as reflected in the email date and hour.” Please note that the corporation still has to submit a hard copy of the GIS within 30 days “from the lifting of the emergency/outbreak” and the proof of submission via email should be attached to the hard copy of the GIS.

If it was submitted via ordinary or registered mail, the SEC is deemed to have received the GIS on the date it was stamped "received" by the post office.

If it was sent via private courier, the date of actual receipt by the SEC of the GIS will be the date of submission.

2. If the meeting for the election of directors/trustees or officers was scheduled to be held between March 1, 2020 and May 31, 2020 (covered period), and if the corporation was not able to hold a meeting “on account of health and safety reasons” in relation to the pandemic and it has "no facilities for remote communication," the corporation has 30 days from the scheduled meeting date to report to the SEC the non-holding of the meeting. It has to specify in the report the new date of the meeting, which date has to be within 60 days from the original date.

A report on the non-holding of an election also has to be submitted to the SEC within 30 days from the originally scheduled date even if its non-holding was not due to pandemic-related concerns, or even if the original schedule was outside of the covered period. The report has to specify the new date of the election, which has to be within 60 days from the original date.

If the reason for the non-election is found by the SEC to be unjustified, the SEC will order the corporation to issue a notice of the time and place of the election.

The report on the non-holding of an election has to be signed by the corporate secretary. The circular specified other information required to be indicated in the report, which is to be submitted via email at cmdnotice@sec.gov.ph.

3. If after the filing of a report on the non-holding of an election, the corporation conducted an election outside of the covered period, a GIS has to be filed within 30 days from the date of actual election. The GIS has to be submitted in accordance with the usual SEC requirements (e.g., original hard copy lodged at the SEC offices). It cannot be submitted via email, mail, or private courier.

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[1]BIR RMC No. 28-2020, dated March 17, 2020; https://www.bir.gov.ph/images/bir_files/internal_communications_2/RMCs/2020%20RMCs/RMC%20No.%2028-2020.pdf; last visited at 1:10 PM on March 19, 2020.

[2]DOF Press Release, dated March 19, 2020, https://www.dof.gov.ph/bir-extends-tax-filing-deadline-to-may-15-urges-taxpayers-to-file-early-to-support-fight-vs-covid-19/; last visited at 1:35 PM on March 19, 2020.

[3]BIR RMC No. 29-2020, dated March 19, 2020; https://www.bir.gov.ph/images/bir_files/internal_communications_2/RMCs/2020%20RMCs/RMC%20No.%2029-2020.pdf; last visited at 7:30 PM on March 19, 2020.

[4]BIR RMC No. 27-2020, dated March 19, 2020; https://www.bir.gov.ph/images/bir_files/internal_communications_2/RMCs/2020%20RMCs/RMC%20No.%2027-2020.pdf; last visited at 7:30 PM on March 19, 2020.

[5]SEC Memorandum Circular No. 9-2020, dated March 18, 2020; http://www.sec.gov.ph/wp-content/uploads/2020/03/2020MCNo09.pdf; last visited at 5:50 PM on March 19, 2020.

[6]Republic Act No. 11232. Section 25. Report of Election of Directors, Trustees and Officers, Non-Holding of Election and Cessation from Office. — Within thirty (30) days after the election of the directors, trustees and officers of the corporation, the secretary, or any other officer of the corporation, shall submit to the Commission, the names, nationalities, shareholdings, and residence addresses of the directors, trustees and officers elected.

The non-holding of elections and the reasons therefor shall be reported to the Commission within thirty (30) days from the date of the scheduled election. The report shall specify a new date for the election, which shall not be later than sixty (60) days from the scheduled date.

If no new date has been designated, or if the rescheduled election is likewise not held, the Commission may, upon the application of a stockholder, member, director or trustee, and after verification of the unjustified non-holding of the election, summarily order that an election be held. The Commission shall have the power to issue such orders as may be appropriate, including orders directing the issuance of a notice stating the time and place of the election, designated presiding officer, and the record date or dates for the determination of stockholders or members entitled to vote.

Notwithstanding any provision of the articles of incorporation or bylaws to the contrary, the shares of stock or membership represented at such meeting and entitled to vote shall constitute a quorum for purposes of conducting an election under this section.

Should a director, trustee or officer die, resign or in any manner cease to hold office, the secretary, or the director, trustee or officer of the corporation, shall, within seven (7) days from knowledge thereof, report in writing such fact to the Commission.

[7]http://www.sec.gov.ph/wp-content/uploads/2020/03/2020Notice_Covid-19-Notice-SEC-Contact-Emails-Revised.pdf; last visited at 11:56 PM on March 17, 2020.

[8]mlmliwanag@sec.gov.ph, mdtmabuyo@sec.gov.ph, or cmdnotice@sec.gov.ph.

[9] Please note that the Philippine Postal Corporation issued a notice that it is temporarily suspending its operations from March 17 to April 12. https://www.phlpost.gov.ph/advisory.php?id=80; last visited at 11:00 PM on March 19, 2020.