Corporate Officer Criminal Tax Liability Under Sections 253(d) and 256

When a corporation, partnership, or association commits a Tax Code offense, criminal penalties are not limited to a corporate fine: Section 253(d) directs that the penalty be imposed on the partner, president, general manager, branch manager, treasurer, officer-in-charge, and employees responsible for the violation, while Section 256 adds a corporate fine of ₱50,000 to ₱100,000 per convicted act or omission. Holding a fancy title is not automatically enough — the Supreme Court in Suarez v. People required proof that a non-enumerated officer was actually responsible for the violated duty.

This guide is the officer-focused companion to Section 255 criminal penalties and Civil vs Criminal BIR Tax Liability.

What does Section 253(d) say? #

Section 253(d) is the allocation rule for criminal liability inside juridical entities. It states that in the case of associations, partnerships, or corporations, the penalty shall be imposed on:

• The partner
• President
• General manager
• Branch manager
• Treasurer
• Officer-in-charge
• Employees responsible for the violation

Section 253(a) adds two cross-cutting rules that officers often miss: conviction is in addition to liability for payment of the tax, and payment of the tax after apprehension is not a valid defense to prosecution.

What does Section 256 add for the entity? #

Section 256 creates a separate criminal fine for the corporation (or association / general co-partnership) itself upon conviction for each act or omission — not less than ₱50,000 and not more than ₱100,000 — on top of the penalties imposed on responsible officers, partners, or employees. The entity fine and the officer penalty are cumulative tracks, not substitutes.

Civil deficiency assessments against the company (basic tax, Section 248 surcharge, Section 249 interest) still proceed on the civil track regardless of who is named in a criminal information.

What did Suarez v. People clarify? #

In Suarez v. People, the Supreme Court held that an executive vice president is not automatically a Section 253(d) accused merely by title. Unless the person holds one of the specifically enumerated positions, the prosecution must prove the accused was an employee responsible for the corporation’s compliance with the Tax Code duty that was violated (for example, ensuring payment of taxes or filing of returns). Lexology’s case note and the Court’s reasoning emphasize proof of responsibility — not a bare corporate letterhead.

That holding is why boards should document who actually signs returns, who controls remittance, and who is designated officer-in-charge of tax compliance, rather than assuming every C-suite title shares identical criminal risk. Full case write-up: Suarez v. People: Holding a Corporate Title Isn’t Enough.

Related jurisprudence on treasurer status (e.g., discussions of BIR v. Cagang, G.R. No. 230104) shows courts will look at board resolutions and SEC filings to determine whether someone actually served as treasurer during the charged period — again, function and appointment matter.

Worked compliance checklist for officers #

Before a return deadline, responsible officers should be able to show a paper trail that the corporation’s Tax Code duties were assigned and performed — the same trail that later proves (or disproves) “responsibility for the violation.”

1. Name the officer who signs BIR returns and the backup signer
2. Keep proof of eFPS/eBIRForms filing and payment reference numbers
3. Reconcile withholding certificates ( BIR Form 2307 / 2316) to remittance returns
4. Escalate known cash shortfalls that would cause non-remittance before the due date — silence plus diversion of withheld funds is how willfulness narratives are built under Section 255
5. If an assessment arrives with Part II compromise under RMO No. 7-2015, route it to counsel separately from the Part I civil bill

Frequently asked questions #

Who can be criminally liable when a corporation violates the Tax Code? #

Under Section 253(d) of the NIRC, in the case of associations, partnerships, or corporations, the penalty shall be imposed on the partner, president, general manager, branch manager, treasurer, officer-in-charge, and employees responsible for the violation.

What fine can the corporation itself face? #

Under Section 256, a corporation, association, or general co-partnership liable for an act or omission penalized under the Code shall, upon conviction for each act or omission, be punished by a fine of not less than ₱50,000 but not more than ₱100,000, in addition to the penalties imposed on the responsible officers, partners, or employees.

Is every vice president automatically liable under Section 253(d)? #

No. The Supreme Court in Suarez v. People explained that if the accused is not among the officers specifically enumerated in Section 253(d), the prosecution must prove the person was an employee responsible for the corporation’s tax compliance duty that was violated — a job title alone is not enough.

Does paying the company’s deficiency tax protect officers from criminal cases? #

No. Section 253(a) states that payment of the tax due after apprehension is not a valid defense in a prosecution for a Tax Code violation. Corporate civil settlement and officer criminal exposure remain separate issues.

What offense are officers usually charged with alongside Section 253(d)? #

A common pairing is Section 255 (willful failure to file, pay, withhold, or supply correct information) in relation to Sections 253(d) and 256 — the substantive offense plus the rules that allocate liability to responsible officers and to the corporation.

Summary #

Sections 253(d) and 256 split criminal tax exposure between people who were responsible and the entity that failed. Enumerated officers and proven responsible employees can face Section 255-style penalties; the corporation can face a ₱50,000–₱100,000 fine per conviction — and paying the deficiency later does not erase either track. Document responsibility before the audit, not after the information is filed.