No sales, no staff, still filing

The duty to file comes from being registered, not from earning. A business with zero activity owes the same returns as a busy one — they simply report nil. Every month you leave it, the arithmetic gets worse.

The short version

Returns while dormant

All of them, filed as nil

Local permit

Renew or retire — there is no third option

SEC reports

Still due, until dissolution is approved

Cost of ignoring it

Penalty per return, per period, compounding

What keeps running while nothing is happening

Four agencies, each with its own clock, none of which stops because you stopped trading.

Agency	What is still due	What ignoring it does
BIR	Every return on your Certificate of Registration — income tax quarterly and annually, VAT or percentage tax on your registered basis, withholding returns, and the annual information returns. Filed as nil where there is nothing to report.	Each missed return becomes an open case carrying a compromise penalty, a surcharge and interest. Open cases block any clearance, and they must all be settled before closure is granted.
City or municipality	Renewal of the business permit each January for every location, or a formal retirement of that location.	Local business tax continues to be assessed for the dormant years, with surcharge and interest, and the treasurer will collect it as a condition of retirement.
SEC	For corporations, partnerships and foreign branches: the general information sheet and audited financial statements each year, until dissolution is actually approved.	Escalating fines that accrue year on year, and eventually suspension or revocation of the registration — which then has to be lifted before the company can be closed cleanly.
SSS, PhilHealth, Pag-IBIG	Nothing further once employees are properly separated and termination reports filed — but everything, if they are still on record as employed.	Contributions and penalties accrue per employee still reported, and unpaid statutory contributions can be pursued against responsible officers personally.

If you intend to resume

Notify a temporary cessation

Tell the BIR in writing. A registration update notifying temporary cessation, so the district knows why the returns are nil rather than assuming they are missing.
Keep filing nil returns. Temporary cessation reduces the paperwork; it does not suspend the obligation to file.
Decide about the permit. Renew it if you genuinely expect to reopen within the year, or retire the location and re-register later. Leaving it unrenewed is the expensive middle path.
Corporations keep reporting to the SEC. The general information sheet and audited statements are still expected, dormant or not.

If you are not coming back

Close it now, not later

The bill only grows. Every quarter that passes adds returns you will have to file anyway, each with its own penalty, before any agency will clear you.
Records decay. Bank statements, supplier invoices and payroll files get harder to retrieve. Weak records mean the closure audit works from estimates instead of your figures.
Revocation is not closure. A registration revoked for non-filing still has to be dealt with — usually a longer and more expensive route than a voluntary closure would have been.
It follows the people. Sole proprietors and general partners are personally exposed, and officers can be assessed for unremitted withholding and contributions.

Asked most often

We had no income at all. Do we really file a return?+

Yes. Failing to file is a separate offence from failing to pay, and it carries its own penalty even where the tax due is nil. A nil return costs nothing to lodge and closes the period.

What is an “open case” and why does it block our closure?+

It is a return the BIR expected and did not receive, flagged against your TIN. Closure requires a clean slate, so each one has to be filed and its penalty settled first. A business dormant for five years can carry dozens.

Our SEC registration was revoked for non-filing. Are we closed?+

No. Revocation is a sanction, not a dissolution, and the BIR registration is untouched by it. The tax obligations continue, and the corporate position usually has to be regularised before a clean closure is possible.

Can penalties be reduced?+

Often, within the published schedules and by settling at the assessed compromise amounts rather than contesting everything. What cannot be reduced is the number of periods — which is why acting sooner is worth more than arguing later.

Dormant for years? Tell us how long and we will scope it

We pull your open cases, work out what filing the backlog actually costs, and give you the number before you commit to closing.

Get it scoped

Penalty rates and procedures change, and practice differs between revenue districts and cities. Confirm your position with us before relying on this page.