Perjury in Business Registrations: Penalties for Lying Under Oath on Corporate Documents in the Philippines

Introduction: why “sworn” business filings can lead to criminal cases

Many corporate and tax filings are signed with an oath, verification, or an express statement that the information is true and correct. When a person willfully lies on a material matter in these documents, the exposure is not limited to administrative fines or SEC sanctions—criminal liability for perjury (or perjury-related offenses under tax laws) may follow. This article explains the criminal consequences of submitting false affidavits or misrepresenting material facts in filings commonly submitted to the Securities and Exchange Commission (SEC) and the Bureau of Internal Revenue (BIR), with relevant statutes and Supreme Court rulings.

Governing laws and authorities

1) Perjury under the Revised Penal Code (RPC), Article 183

Perjury generally covers knowingly making an untruthful statement under oath or executing a false affidavit on a material matter before a competent officer authorized to administer oaths, in cases where the law requires an oath. The Supreme Court summarizes the elements and proof requirements in multiple decisions, including Masangkay v. People of the Philippines, G.R. No. 164443 (2010) and Saulo v. People of the Philippines, et al., G.R. No. 242900 (2020).

2) SEC-related penalties for fraud and false reports under the Revised Corporation Code

For corporate documents filed with the SEC, the Revised Corporation Code penalizes obtaining corporate registration through fraud and related misrepresentations. Under R.A. No. 11232, those responsible for the formation of a corporation through fraud (or who assisted directly or indirectly) may be fined, with higher fines when the violation is injurious or detrimental to the public. SEC issuances implementing these penalties likewise emphasize separate liability from other civil, administrative, or criminal actions.

3) Tax filings and perjury-related liability under the National Internal Revenue Code (NIRC)

The NIRC requires that returns and certain statements be executed under penalties of perjury. A person who willfully files a return or statement that is not true and correct on every material matter may be subjected, upon conviction, to the penalties for perjury under the RPC. Additionally, the NIRC separately penalizes certain forms of falsification and false entries in accounting records and audit-related submissions.

What counts as “perjury” in corporate and regulatory filings

Essential elements prosecutors must prove

Philippine jurisprudence consistently requires proof of the following elements for perjury under Article 183 of the RPC: (a) a sworn statement required by law (or made for a legal purpose), (b) made under oath before a competent officer, (c) a deliberate assertion of falsehood, and (d) the falsehood concerns a material matter. This is discussed in Masangkay v. People of the Philippines, G.R. No. 164443 (2010) and reiterated in Saulo v. People of the Philippines, et al., G.R. No. 242900 (2020).

Materiality: the false statement must matter to the filing’s purpose

A statement is “material” when it can affect the agency action or the rights and obligations involved. In corporate contexts, materiality often relates to ownership, control, capital structure, corporate officers, addresses, business purpose, or other facts the SEC uses to evaluate compliance and corporate status.

Proof beyond contradictions: independent evidence is required

A perjury charge cannot rely solely on the existence of contradictory sworn statements. The prosecution must present evidence aliunde (independent evidence) showing which statement is false. This rule is emphasized in Masangkay v. People of the Philippines, G.R. No. 164443 (2010).

Common business filings where perjury risk arises

The highest risk filings are those that are (a) signed under oath or verification, and (b) relied upon by the SEC or BIR for approvals, registrations, compliance status, or enforcement.

SEC filings (typical examples)

Examples of SEC-facing documents where false statements can lead to perjury and/or corporate law penalties:

• General Information Sheet (GIS) when signed/verified and contains false information on directors, officers, stockholders, or beneficial ownership details.
• Sworn certifications attached to applications, amendments, and compliance submissions required by SEC rules.
• Formation documents or supporting sworn papers used to procure registration when the application is built on misrepresentation.

Separately from perjury, the Revised Corporation Code punishes obtaining corporate registration through fraud with significant fines under R.A. No. 11232. SEC guidance similarly states that registration procured through fraud or misrepresentation may be revoked, and responsible persons penalized, with liability separate from other criminal actions. (See also SEC Memorandum Circular No. 16, s. 2020.)

BIR filings (typical examples)

Examples of tax-facing documents where false statements can lead to perjury-related liability:

• Income tax returns and other returns that contain a statement that they are made under penalties of perjury.
• Schedules and declarations
• Books of accounts and accounting records

Under the NIRC, any declaration, return, or statement required under the Code must contain a written statement that it is made under penalties of perjury, and willfully filing something untrue on a material matter may result in perjury penalties under the RPC. (NIRC provisions on declarations under penalties of perjury and penal liability for false entries/records apply.)

Penalties and exposures: criminal and regulatory

1) Criminal liability for perjury (RPC Article 183)

Perjury under Article 183 of the RPC is punishable by a correctional penalty (as recognized in case law discussing prescription and penalty characterization). The Supreme Court’s discussions in cases such as Union Bank of the Philippines, et al. v. People of the Philippines, G.R. No. 192565 (2012) and related rulings reflect the statutory basis and the importance of the oath-taking act in completing the crime.

Note: There are also amendments increasing the penalties for perjury under R.A. No. 11594. For case assessment, always verify which penalty regime applies based on the date of commission and effectivity.

2) Corporate registration fraud and false corporate reports (R.A. No. 11232 and SEC issuances)

R.A. No. 11232 imposes fines for obtaining corporate registration through fraud. SEC rules likewise provide that a corporation’s registration may be revoked if procured through fraud or misrepresentation and that responsible persons may be fined; and liability is separate from other civil, administrative, or criminal liability (SEC Memorandum Circular No. 16, s. 2020).

3) Tax offenses related to falsified records and false returns (NIRC)

The NIRC penalizes falsified or fake accountable forms and false entries/records by financial officers, CPAs, and other persons involved in maintaining or certifying records, including conduct such as knowingly making false entries and keeping multiple sets of books. It also ties willful false returns or statements on material matters to perjury penalties under the RPC.

Where to file the case: venue rules matter in affidavit-based perjury

For perjury committed through a false affidavit, venue is generally the place where the affidavit was subscribed and sworn to, because it is at that moment that the elements of the crime are executed. This is squarely discussed in Union Bank of the Philippines, et al. v. People of the Philippines, G.R. No. 192565 (2012). If the alleged perjury is through testimony in a proceeding that is neither criminal nor civil, venue lies where the testimony is given; and when written sworn statements are submitted in lieu of or to supplement testimony, venue can depend on the acts alleged in the Information.

Typical scenarios and how liability is commonly assessed

Scenario 1: false GIS disclosures

A director/officer signs a GIS stating certain stockholdings or officers that are untrue, and the GIS is sworn before a notary public. Exposure may include (a) perjury if the falsehood is material and willful, and (b) SEC administrative action and corporate law fines if the misrepresentation is linked to fraud in registration or required reporting, under R.A. No. 11232 and SEC rules (including SEC Memorandum Circular No. 16, s. 2020).

Scenario 2: false certifications submitted to the SEC in compliance filings

If a report required under the Revised Corporation Code is willfully certified despite incomplete, inaccurate, false, or misleading information, SEC rules provide monetary penalties, and this can coexist with perjury exposure if the certification is sworn/verified and meets Article 183 elements.

Scenario 3: willfully false BIR return

A taxpayer or responsible signatory files an income tax return declaring figures that are knowingly untrue on material matters. Under the NIRC, returns are made under penalties of perjury, and willful falsity may lead to perjury prosecution under the RPC, in addition to separate tax offenses for falsified records depending on the facts.

Compliance guidance to reduce perjury and fraud exposure

• Treat every sworn SEC or BIR submission like testimony: review for factual accuracy, not just formatting.
• Document the basis for statements (board approvals, stock transfer records, cap table support, beneficial ownership documents, accounting workpapers).
• Avoid “borrowed” signatures or rushed notarization: perjury often becomes easier to prove when oath-taking is clear and the statement is plainly false.
• Use internal verification steps before officers sign: cross-check GIS details, addresses, positions, nationalities, TINs, and equity breakdown.
• When unsure, clarify or qualify: do not state as fact what is still being verified; consult counsel and consider corrective filings when an error is discovered.

Summary table: main legal consequences of false statements in SEC/BIR filings

Setting	Typical act	Main consequence	Primary authority
SEC sworn filings	Willfully false affidavit/certification on a material matter	Criminal perjury exposure; possible SEC sanctions	RPC Art. 183 (as explained in Masangkay v. People; Saulo v. People)
Corporate registration / formation	Fraud or misrepresentation to procure SEC registration	Fines; possible revocation of registration; separate liability	R.A. No. 11232; SEC Memorandum Circular No. 16, s. 2020
BIR returns and statements	Willfully filing a return/statement untrue on material matters	Penalties for perjury under RPC; plus possible tax offenses	NIRC provisions on declarations under penalties of perjury; NIRC offenses on false entries/records

Final observations

False statements in SEC and BIR filings can lead to criminal prosecution, not merely compliance problems. The recurring themes in statutes and jurisprudence are willfulness, materiality, and the formal act of oath-taking or sworn execution. For businesses, the safest approach is to treat sworn regulatory filings as high-risk documents: build a verification process, keep support records, correct mistakes quickly, and ensure signatories understand personal exposure.

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