Letters from the BIR and SEC: what they mean, how long you have.

Most of what the government needs to tell your company arrives at one place: the principal office address on your SEC and BIR records. The deadlines in those letters start counting when the letter is received there, not when someone finally reads it. This guide lists the letters a small corporation, One Person Corporation or sole proprietorship usually gets, the time each one gives you, and what happens when the time runs out.

Why the registered address decides

The BIR serves its notices at your registered address. Its rules allow three ways of delivering a Preliminary Assessment Notice, a Formal Letter of Demand or a decision on a protest (RR 18-2013, Section 3.1.6):

• Personal service at the registered or a known address, or wherever the taxpayer can be found.
• Substituted service: if you’re not there, the notice can be left with your clerk or the person in charge of the place. If nobody is found, or the notice is refused, the revenue officer leaves it with a barangay official in front of two witnesses.
• Mail or courier: registered mail or a reputable courier to the registered or known address. The registry or courier receipt counts as proof that it was mailed.

You are bound by the address you registered. In 2024 the Supreme Court restated that “as a rule, the taxpayer is bound by its registered address with the BIR”, that it is the taxpayer’s job to tell the BIR about a change, and that the BIR doesn’t have to look up a newer address in your General Information Sheet (CIR v. Fort 1 Global City Center, G.R. No. 263811). An earlier decision quotes the BIR rule that, if you never gave written notice of a move, communications sent to the old address are “considered valid and binding” (CIR v. BASF Coating + Inks, G.R. No. 198677).

The courts do hold the BIR to its own rules. In Fort 1 the assessments were cancelled because the notices were handed to someone without authority to receive them. That protects you against sloppy service. It doesn’t help when a letter was properly delivered to an address nobody checks.

Moving means updating the registration. Since the Ease of Paying Taxes Act (RA 11976, 2024), a business that transfers its place of business or head office files an update of its registration information, online or on paper (NIRC Section 236(C), as amended; the BIR form is Form 1905). An audit already under way stays with your original Revenue District Office. A corporation also amends its articles with the SEC (Revised Corporation Code, Section 15).

The SEC writes mostly by e-mail. Every corporation must give the SEC an official e-mail address and mobile number, plus alternates, and keep them in its General Information Sheet. Notices the SEC sends there are deemed received on the date they are sent (SEC MC 28, s. 2020). An unmonitored inbox is the SEC’s version of an empty office. Not having registered the official e-mail address at all is itself fined ₱20,000 (SEC MC 6, s. 2024).

BIR letters, roughly in the order they come

Letter	What it means	Time to respond
Letter Notice	The BIR’s data matching found sales or purchases reported by others that don’t match your returns.	Paying the basic deficiency within 30 days of receipt avoids the surcharge, interest and compromise penalty. Unsettled, it can lead to an audit, an assessment or a subpoena (RMO 13-2012).
Tax Verification Notice	A limited check of one specific transaction. It isn’t a full audit (RMO 1-2026).	Comply with what it asks for; it must say exactly what is being verified.
Letter of Authority (eLA)	A full examination of your books for a taxable year. Since January 2026 the rule is generally one eLA per taxpayer per year, covering all taxes (RMO 1-2026).	Produce the books and records the revenue officer asks for. An audit without a valid letter of authority makes the resulting assessment void.
Notice of Discrepancy	The audit’s findings, for discussion. It isn’t an assessment yet; it replaced the old Notice for Informal Conference in 2020 (RR 22-2020). The notice invites you to a discussion within 5 days of receipt; not turning up without notice counts as waiving it (the form prescribed by RMC 102-2020). Supporting documents within 30 days of receipt, and the discussion can’t run beyond 30 days (RR 22-2020).
Preliminary Assessment Notice (PAN)	The BIR’s proposed deficiency tax, with its basis.	15 days from receipt to reply. With no reply, you are “considered in default” and the formal demand follows (RR 18-2013).
Formal Letter of Demand / Final Assessment Notice (FLD/FAN)	The assessment itself.	30 days from receipt to file a protest; the period can’t be extended (NIRC Section 228; RR 18-2013).
Final decision on the protest, or no decision	The BIR’s answer to your protest. It has 180 days to decide.	30 days from receiving the decision, or from the end of the 180 days, to appeal to the Court of Tax Appeals.
Subpoena duces tecum	An order to appear and produce records (NIRC Section 5(C)). It usually follows two earlier notices to submit documents.	By the date and time stated in it. Ignoring it is a criminal offence (NIRC Section 266).

The 30 days after a Formal Letter of Demand

This is the deadline that does the most damage when it’s missed:

• No protest within 30 days: the assessment becomes “final, executory and demandable”, and no reconsideration or reinvestigation is granted afterwards (RR 18-2013). The BIR can move to collect.
• A protest has to say enough: whether you ask for reconsideration or reinvestigation, the date of the assessment notice, and the legal basis. A protest without them is “void and without force and effect”.
• A reinvestigation needs its documents within 60 days of the protest, or the assessment becomes final.
• Protesting only part of it: the parts you didn’t protest become final straight away.

A deadline you never saw still runs. If the Formal Letter of Demand was properly served at your registered address, the 30 days count from that delivery, whether or not anyone opened the envelope.

How far back the BIR can go

The BIR normally has 3 years from the filing deadline (or from the actual filing, if later) to assess a tax (NIRC Section 203). For a false or fraudulent return, or no return at all, it’s 10 years from discovery (Section 222). And while “the taxpayer cannot be located in the address given by him in the return”, the clock stops (Section 223). An unattended registered address can keep an old year open.

SEC letters and filings

The SEC’s letters are mostly about two annual reports: the Audited Financial Statements (AFS) and the General Information Sheet (GIS). They are two of a corporation’s yearly filings.

The 2026 deadlines (SEC MC 9, s. 2026, as extended):

• AFS, December year-end: one deadline for everyone, through the SEC’s eFAST system. It was set at 29 May 2026, then moved to 15 June 2026 after the BIR extended the annual income tax return deadline (SEC Notice of 14 April 2026). Other year-ends: within 120 days after the year ends. Small companies under the audit threshold may file statements with a sworn Statement of Management’s Responsibility instead of an audit.
• GIS: within 30 days after the actual annual stockholders’ (or members’) meeting.
• Online only: reports sent by e-mail, mail, courier or over the counter “shall no longer be accepted”. A report that eFAST reverts counts as not filed.

Fines, per report (SEC MC 6, s. 2024):

	Late filing, first offence	Not filed
Base fine for a domestic stock corporation or OPC	₱5,000 to ₱25,000, depending on retained earnings	₱10,000 to ₱30,000
Plus	₱1,000 for each month of delay (₱500 with a deficit)	the same monthly amount, up to 12 months

A filing more than a year late is fined as not filed, and the fines rise with each repeat offence. The per-month part is suspended until 31 December 2026; the base fine and the duty to file are not (SEC MC 16, s. 2026).

Delinquency and revocation. A corporation that fails to file its reports three times within five years may be placed under delinquent status (Revised Corporation Code, Section 177). The Order of Delinquency goes by registered mail to the officers’ last known address. While delinquent, the company can’t get a certificate of no derogatory information or amend its articles or by-laws. If the missing reports aren’t filed within 6 months of receiving the order, the SEC revokes the certificate of incorporation (SEC MC 19, s. 2023).

A company that hasn’t operated for five continuous years gets a show-cause order instead, with 30 days to explain why its registration shouldn’t be revoked (same circular).

What “someone handling it” means in practice

None of this needs an office full of staff. It needs these things to be true every business day:

1. Someone with authority receives mail at the registered address, signs for it, and records the date it arrived. Every deadline above counts from that date.
2. The letter reaches the person who acts on it the same day, with a copy or scan and the envelope, which shows how and when it was sent.
3. The official SEC e-mail address is read, and the alternate e-mail and mobile number on your GIS still work.
4. Deadlines go into a calendar on arrival: 15 days for a PAN, 30 days for a Formal Letter of Demand, 5 days to attend the discussion on a Notice of Discrepancy. Your accountant or lawyer sees the letter in time to write a proper reply.
5. When you move, the BIR and SEC records move too: an update of your BIR registration, and an amendment of the principal office in your articles, which takes a board majority and two-thirds of the outstanding capital stock (Revised Corporation Code, Section 15).

If your company’s registered address is a former office, an accountant’s old address, or a home nobody checks during the day, the first item is the one to fix.