CHECKLIST OF MANDATORY REQUIREMENTS UNDER RMO 32-01 (dated
November 28, 2001)
TRANSFER OF PROPERTY TO A CONTROLLED CORPORATION/PARTNERSHIP
SUBMITTED /
X NOT SUBMITTED / N/A NOT APPLICABLE
1. Original Copy of BIR Form 1927: Application and Joint
Certification 2. Proof of payment of Certification Fee ( BIR Form No. 0605 ) 3. Proof of Payment of Additional Fee for TCT/CCT/Certificate of Stock in excess of ten (10) 4. Covering letter from the taxpayer which must be executed in accordance with the guidelines set forth under Revenue Memorandum Order (RMO) No. 9-2014. 5. Duplicate original/ certified true copy of Deed of Transfer/Assignment/Exchange which must state that the parties to the exchange shall undertake to comply with the provisions of Revenue Regulations No. 18-01; 6. a. Original certified true copy of Articles of Incorporation or Partnership with SEC of the transferor corporation/partnership; b. Original certified true copy of By-Laws of the transferor corporation/partnership 7. a. Original certified true copy of Articles of Incorporation or Partnership with SEC of the transferee corporation/partnership; b. Original certified true copy of By-Laws of the transferee corporation/partnership 8. a. Original certified true copies of the Transfer Certificates of Title to the properties to be transferred pursuant to the taxfree exchange, as certified by the appropriate Registrar of Deeds; b. Original certified true copies of the Condominium Certificates of Title to the properties to be transferred pursuant to the tax-free exchange, as certified by the appropriate Registrar of Deeds; c. Original certified true copies of the Certificates of Stock to the properties to be transferred pursuant to the tax-free exchange, as certified by the appropriate Corporate Secretary; 9. a. Original certified true copies of the latest Tax Declaration of the properties to be transferred pursuant to the tax-free exchange, as certified by the appropriate local government unit's Assessor. It is understood that any improvement is separately declared and therefore, covered by a Tax Declaration distinct from the Tax Declaration on the land. b. Original copy of Certification of No-improvement issued by the Assessor's Office for lot only 10. If the tax declaration was issued three (3) or more years prior CHECKLIST OF MANDATORY REQUIREMENTS UNDER RMO 32-01 (dated November 28, 2001) TRANSFER OF PROPERTY TO A CONTROLLED CORPORATION/PARTNERSHIP
to the exchange transaction, the Transferor shall include in the
original certification by the local government unit's Assessor that such declaration is the latest tax declaration covering the real property; 11. Original copy of certification of the fair market value or zonal value of the real property involved in the exchange. The zonal value shall be certified, as a general rule, by the Chief, Asset Valuation Division at the 10th Floor, BIR National Office. However, the Revenue District Officer or the Revenue Regional Director can also issue the certification whenever access to the latest schedule of zonal values is electronically available to them. 12. Original copy of the sworn certification by the individual transferor or in the case of a juridical person, by the Chief Financial Officer or his equivalent as to the basis of the property to be transferred. The original or adjusted basis, as the case may be, of each real property/share of stock/or other property transferred must be itemized in the certification, instead of a single lump sum in order to enable the Registrar of Deeds or the corporate secretary, as the case may be, to annotate the substituted basis on the reverse side of the Transfer/Condominium Certificate of Title to the real property involved or of the Certificate of Stock, and in order to facilitate the determination of gain or loss from a subsequent disposition of real properties/shares of stock and other properties received in the exchange. 13. Original copy of the sworn statement of the amount and nature of any liabilities assumed upon the exchange, and the amount and nature of any liabilities to which any of the properties acquired in the exchange is subject. The proper officer to issue the statement shall be the Chief Financial Officer or his equivalent and confirmed by the President or the Chief Executive Officer or Country Chairman or their equivalent; 14. Original certified true copy of the Audited Financial Statements of Transferor-corporation, as of the transaction date. 15. a. If the application is to be signed and submitted not by the taxpayer himself, but only by his authorized representative, the appropriate special power of attorney shall be submitted with the application for a certification-ruling. b. In the case of a juridical person, the corporate secretary shall issue a sworn statement that the signing officer (i.e., at the very least, the Chief Financial Officer) has been authorized by the Board of Directors to represent the company and has personal knowledge of the facts of the exchange transaction. 16. Proof of payment of DST on the original issuance of shares in exchange for the property and all related documents subject to DST upon execution CHECKLIST OF MANDATORY REQUIREMENTS UNDER RMO 32-01 (dated November 28, 2001) TRANSFER OF PROPERTY TO A CONTROLLED CORPORATION/PARTNERSHIP
17. In connection with Increase in Authorized Capital Stock
a. b. c. c. d. e.
Certificate of Increase in Capital Stock
Treasurer's Affidavit Corporate Secretary's List of Stockholder Waiver of Pre-emptive Rights Director's Certificate on the amendment of Articles of Incorporation Amended Articles of Incorporation of Transferee
18. If transferred property are shares of stock
a. Certified true copy Audited Financial Statement of the issuing corporation nearest to date of transfer b. Certification from Corporate Secretary of true ownership of shares and total outstanding number of shares issued by issuing corporation 19. Other related documents a. Proof of original / historical cost or basis (Such as Deed of Sale, Deed of Donation, CAR) b. Sworn statement of cancellation of mortgage or encumbrance, if applicable c. Proof of filing of cancellation of mortgage or encumbrance filed with the RD, if applicable d. SEC filed General Information Sheet (GIS) of the Transferee corporation nearest to date of transaction
Note: Items No. 1 to 16 are the documentary requirements contained in
RMO 32-01; however, depending on the nature of transaction connected with the Sec 40 (C)(2) transaction, other related documents may be requested e.g. resulting increase in authorized capital stock....
CHECKLIST OF MANDATORY REQUIREMENTS UNDER RMO 32-01 (dated
November 28, 2001) TRANSFER OF PROPERTY TO A CONTROLLED CORPORATION/PARTNERSHIP