[Publications] MTF Articles
By Euney Marie Mata-Perez on June 15,2023 THE outstanding capital stock of a corporation shall constitute a trust fund held by the corporation for the benefit of its creditors. It shall not be returned to the stockholders by repurchase of shares, except in the manner as provided for under the…
By Euney Marie Mata-Perez on June 8,2023 THE structure of a company's ownership and control greatly influences its corporate governance. Thus, the success of a company's corporate governance is also determined by its permitted shareholding structure. A question that should then be addressed by our Securities and Exchange Commission (SEC)…
By: Atty. Jan Ethan Gordola on May 11,2023 IN the recent decision of Bases Conversion and Development Authority and John Hay Management Corp. v City Government of Baguio City (BCDA v Baguio Case, GR 192694. Feb. 22, 2023), the Supreme Court stated that "[t]he payment of fees for the issuance…
By Gladys Jane Dela Cruz on May 4,2023 IN last week's article, we discussed that to qualify for value-added tax (VAT) zero-rating under Section 108(B)(2) of the National Internal Revenue Code, the following elements must be present: (1) the recipient of the services is a foreign corporation doing business outside…
By: Atty. Keanu P. Castañeda on April 27,2023 SERVICES rendered to a person engaged in business conducted outside the Philippines or to a nonresident person not engaged in business who is outside the Philippines may be subject to zero percent value-added tax (VAT), provided that the consideration for the services…
By: Atty. Cara Angela N. Flores on April 20,2023 THE board of directors exercises the powers, conducts all business and controls all properties of a corporation (Section 22, Revised Corporation Code). Being the vessel of corporate powers, the directors have fiduciary duty toward the corporation. The Supreme Court in the…
By: Atty. Euney Marie Mata-Perez on April 13,2023 TAX assessments by tax examiners are presumed correct and made in good faith (Cagayan Robina Sugar Milling Co. v Court of Appeals, 342 SCRA 663, Oct. 12, 2000). It is the taxpayer and not the Bureau of Internal Revenue (BIR) who has…
By Atty. Mark Anthony P. Tamayo on March 30,2023 UNDER the present transaction value (TV) system, the duty base in valuing imported goods for customs appraisement purposes is the total payment made (or to be made by) the buyer to (or for the benefit of) the seller. The system is…
By Xela Leona Laqui on March 23,2023 THE Doctrine of Hierarchy of Courts (or the Principle of Judicial Hierarchy) provides that when here, courts have concurrent or shared jurisdiction over the subject matter of a case, a litigant is not free to file a complaint or petition in any court…
By Gladys Jane Dela Cruz on March 9,2023 FOR income taxes to be due, there must be a realized income. Thus, it is critical to determine what is income and when it is realized for tax purposes. Income is the inflow of wealth. As early as 1922, the Supreme Court…
By Nica Marsha Gasapo on March 2,2023 A corporation is an artificial being created by law which is vested with a personality that is separate and distinct from its shareholders, directors, officers, and other connected or related corporations. By this attribute, a stockholder may not generally, be made to answer…
By Aziza Hannah Bacay February 23, 2023 As a general rule, importations in the Philippines are subject to duties and taxes. There are instances, however, where the law permits relief from the payment of duties and taxes subject to certain conditions. One of the exceptions involves the "temporary admission" of…
By Atty. Euney Marie Mata-Perez on February 16, 2023 POWER costs in the Philippines are very high, affecting foreign direct investments into the country. During an economic briefing for members of the Management Association of the Philippines last Feb. 8, 2023, Albay Rep. Jose Maria Clemente "Joey" Salceda said that…
By Euney Marie Mata-Perez on February 9,2023 REPRESENTING the Management Association of the Philippines as the incoming chairman of its tax committee, I attended a meeting of the Senate Committee on Ways and Means technical working group on the proposed "Ease of Paying Taxes Act" last Feb. 2, 2023. One…
By Euney Marie Mata-Perez on February 2,2023 THE original deadline to avail of the estate tax amnesty — June 15, 2021 — was extended for two years when Republic Act (RA) 11569 was signed into law on June 30, 2021, amending RA 11213, or the "Tax Amnesty Act of 2019."…
By Nica Marsha Gasapo January 26, 2023 The Bureau of Internal Revenue (BIR) recently issued Revenue Memorandum Circular (RMC) 6-2023 dated January 16, 2023. It circularized certain advisory opinions of the National Privacy Commission (NPC) that upheld the BIR's power to obtain personal information/sensitive personal information from any person, national/local…
By Euney Marie Mata-Perez on January 19,2023 It is about time that the Philippines adopts a taxpayer's charter or bill of rights. We are currently taking steps in the right direction since several measures proposing to enumerate taxpayer's rights are pending approval. The filing of these bills was historic but…
By Euney Marie Mata-Perez on January 5, 2023 HAPPY New Year everyone! In our first article of the year, we revisit the basic tenet of due process in tax assessments as upheld by numerous court decisions in the year 2022. While taxes are the life blood of a nation, and…
By: Ramon Vaughn Dy III on December 29,2022 PURSUANT to the request of the Department of Energy (DoE), the Department of Justice (DoJ) issued a legal opinion that revisited foreign investment limits in the exploration, development and utilization (EDU) of solar, wind, hydro and ocean/tidal energy resources in relation to…
By Atty. Mark Anthony P. Tamayo on December 22,2022 THE exclusive appellate jurisdiction of the Court of Tax Appeals (CTA) covers decisions by the Bureau of Customs (BoC) commissioner in cases involving liability for customs duties, fees or other money charges, seizure, detention or release of property affected, fines, forfeitures…
By Euney Marie Mata-Perez on December 1, 2022 THE Covid-19 pandemic has revolutionized work habits. It made work-from-home (WFH) arrangements viable and even preferred by certain sectors and employees. Employers, particularly those in the information technology-business process management (IT-BPM) sector, were subsequently challenged after the government required that 100 percent…
By Ellaine Anne Bernardino on November 10,2022 TO incentivize employees to perform better and attract new talent, some companies offer equity-based compensation as part of compensation packages. The term "equity-based compensation" covers all types of employee equity schemes and comes in different forms, which include but are not limited to…
By Ramon Vaughn Dy III on October 27,2022 FOR the longest time, subscriber identity modules cards, commonly known as SIM cards, have been readily available and can be practically purchased at any local shop or sari-sari (variety) store. It can be argued that the regulation of the sale and/or disposition…
By Nica Marsha Gasapo on October 20,2022 IN Securities and Exchange Commission (SEC) OGC Opinion 22-12 dated Sept. 27, 2022, the requesting party asked whether a corporation may be allowed to issue shares of stock at a premium and whether a corporation was allowed to have more paid-up capital than…
By Gladys Jane Dela Cruz on October 13,2022 IT is the policy of the state to protect the fundamental human right of privacy of communication while ensuring free flow of information to promote innovation and growth (Section 2, Data Privacy Act of 2012). Thus, the processing of sensitive personal information…
By Aziza Hannah A. Bacay on September 29,2022. "FREE access to the courts and quasi-judicial bodies and adequate legal assistance shall not be denied to any person by reason of poverty." – Section 11, Article III (Bill of Rights) of the 1987 Constitution of the Republic of the Philippines. On…
By Gladys Jane Dela Cruz September 8, 2022 SECTION 8.1 of Republic Act 8799, or the "Securities and Regulation Code (SRC)" clearly states that securities should not be sold or offered for sale or distribution in the Philippines without a registration statement duly filed with and approved by the Securities and Exchange Commission (SEC). Prior to…
By Ramon Vaughn Dy III on September 1,2022 PHILIPPINE courts adhere to the doctrine of processual presumption, which generally means that where a foreign law is not pleaded or not proved even if pleaded, the presumption is that it is the same as Philippine law (EDI-Staffbuilders International Inc. v NLRC, GR…
By Nica Marsha Gasapo on August 25,2022 STARE decisis et non quieta movere, meaning "stand by the decisions and disturb not what is settled," is a doctrine rooted in the necessity of stability, certainty and predictability in judicial decisions. Stare decisis is based on the rule that "once a question of law…
By Gladys Jane Dela Cruz on August 19,2022 THE withholding tax system is a mechanism to facilitate the collection of taxes from taxpayers. In the case of Chamber of Real Estate and Builders' Associations Inc. v. Executive Secretary Alberto Romulo, et al. (GR 60756, March 9, 2010), the Supreme Court stated that the purpose of the…
By Ramon Vaughn Dy III on August 11,2022 DISPUTES within a corporation or between/among corporate entities or persons within a corporate entity are inevitable. These vary and are dependent on who the parties are and their relationships to each other. Generally, the disputes can be classified as either intercorporate or…
By Aziza Hannah Bacay on August 4,2022 TWO years into the Covid-19 pandemic, we have witnessed how consumers transitioned from being buyers from traditional brick-and-mortar businesses to online shoppers. Indeed, online transactions provide a more convenient means for consumers to avail of goods and services. With this rise of online…
By Gwendolyn Ann Banaria on July 28,2022 THE Bureau of Customs (BoC) recently issued Customs Administrative Order (CAO) 07-2022, which provides revised guidelines on the accreditation of importers and consolidates three previous issuances: Customs Memorandum Orders 11-2014, 05-2018 and 31-2019. CAO 07-2022 primarily outlines the application process for new applications…
By Ellaine Anne Bernardino on July 21, 2022 A COMPANY director holds a position of trust and confidence and should be loyal to the corporation he or she serves. As such, a director puts the corporation's interests first over his or her own in case a business opportunity presents itself.…
By Euney Marie Mata-Perez on July 14, 2022 FINALLY, last June 30, 2022, nearly 14 years since the passage of Republic Act (RA) 9513, or the "Renewable Energy (RE) Act of 2008," the Bureau of Internal Revenue (BIR) issued Revenue Regulation (RR) 7-2022, entitled Tax Incentives Under the Renewable Energy Act of 2008, which provides long-awaited…
By Aziza Hannah Bacay on July 07, 2022 A NAME is an important part of a person's existence. In fact, even juridical persons such as corporations, partnerships and sole proprietorships have the right to have their own distinct and unique names. This right to use a corporate and trade name…
By Nica Marsha Gasapo on June 30,2022 UNDER the Rules of Court, civil action deemed instituted with a criminal action is only the action to recover civil liability arising from the crime. In a criminal action for tax evasion, such as those filed pursuant to Sections 254 and 255 of…
By Gladys Jane Dela Cruz on June 23,2022 A CORPORATION is a juridical entity. It exists by virtue of law. Its powers are also conferred by law. As a general rule, no corporation should possess or exercise corporate powers other than those expressly conferred by its articles of incorporation (AOI)…
By Gwendolyn Ann Banaria on June 16,2022 IN order to streamline procedures in the processing of goods for transshipment and to delineate the duties and responsibilities of the different offices involved in the clearance of such goods, the Bureau of Customs (BoC) has issued Customs Memorandum Order (CMO) 15-2022 providing…
By: Ellaine Anne Bernardino on June 9,2022 THE right of a taxpayer to due process includes those of being subjected to Bureau of Internal Revenue (BIR) tax assessment and collection efforts only within the prescriptive period provided by law. The prescription period within which to assess taxes is different from that to…
By: Ramon Vaughn F. Dy III on June 2,2022 REPUBLIC Act (RA) 11765 or the "Financial Products and Services Consumer Protection Act," which was signed by President Rodrigo Duterte last May 6, 2022, is another legislative milestone for the financial sector. To ensure that offered financial products and services are safe and secure, legislators saw…
By Euney Marie Mata-Perez on May 26, 2022 THE 18th Congress resumed session this week and is expected to adjourn on June 3, 2022. While legislators are understandably busy with the canvassing of votes to enable them to proclaim the winners of the May 9 elections, it is still hoped that, during…
By Aziza Hannah Bacay on May 18, 2022 UNDER our tax laws, an individual taxpayer may be classified as citizen or non-citizen (alien) and as resident or nonresident. Filipino taxpayers who reside in the Philippines are taxable on income earned within and outside the Philippines. Citizens who reside abroad are only taxable…
By Nica Marsha Gasapo on May 12, 2022 The National Internal Revenue Code, as amended (Tax Code), imposes a transaction tax on the sale, barter, exchange or other disposition of shares listed and traded through the local stock exchange (other than the sale by a dealer in securities) at the…
By Ramon Vaughn Dy III on May 5, 2022 From the largest conglomerates to the smallest start-ups, all have at least one thing in common: they are managed by some form of governing body, mostly by a board of directors. With the exception of a one-person corporation, firms have a…
By Gwendolyn Ann Banaria on April 28, 2022 The Supreme Court, in the case of Commissioner of Internal Revenue (CIR) vs Avon Products Manufacturing Inc. (decided on Oct. 3, 2018), held that the giving of a fair and reasonable opportunity to be heard is not the only aspect of due…
By Ellaine Anne Bernardino on April 21, 2022 As the May 2022 national elections fast approaches, Filipino voters should take this time to intelligently consider which candidate has the most promising platform, the ideal character and relevant track record to better the country. Political candidates have only less than a…
By Aziza Hannah Bacay on April 7, 2022 Taxes are the lifeblood of the government. Thus, Section 218 of the National Internal Revenue Code, as amended, sets out the primordial "no injunction rule" that bars courts from restraining the collection of any national internal revenue tax, fee or surcharge imposed…
By Ramon Vaughn Dy on March 31, 2022 Operating a public utility has for the longest time been limited to Filipino citizens and entities whose capital is at least 60-percent owned and controlled by Filipino citizens. Foreign equity participation also cannot exceed 40 percent of a public utility's capital stock.…
By Euney Marie Mata-Perez on March 24, 2022 In last week's article, we discussed Revenue Memorandum Circular (RMC) 24-2022, which interpreted the rules on value-added tax (VAT) zero rating under the National Internal Revenue Code as amended by the Create Act (Republic Act 11534). Specifically, RMC 24-2002 interpreted the provisions…
By Euney Marie Mata-Perez on March 17, 2022 The Bureau of Internal Revenue (BIR) just released Revenue Memorandum Circular (RMC) 24-2022 (RMC 24-2022), which expressly confirmed that the cross-border doctrine, as applied to economic zones (ecozones) or freeport zones has been rendered ineffectual and inoperative for value-added tax (VAT) purposes.…
By Ramon Vaughn Dy on March 10, 2022 Republic Act (RA) 11647, which amended the Foreign Investments Act of 1991, was finally signed into law last March 2. It introduced some significant changes aimed at easing restrictions on foreign investments to help stimulate economic growth amid the continued impact of…
By Nica Marsha Gasapo on March 3, 2022 In 2021, the Bureau of Internal Revenue (BIR) issued Revenue Memorandum Order (“RMO”) No. 14-2021 and Revenue Memorandum Circular (“RMC”) No. 77-2021 which streamlined the procedure for the availment of benefits under the applicable tax treaty. These issuances likewise introduced the nature…
By Aziza Hannah Bacay on February 24, 2022 In 2019, the Bureau of Customs (BoC) issued Customs Administrative Order (CAO) 13-2019 to implement provisions under the Customs Modernization and Tariff Act. Section 10 of CAO 13-2019 provides for a review of customs bonded warehouse (CBW) guidelines every three years and…
By Euney Marie Mata-Perez on February 17, 2022 The decision by the Commission on Elections' (Comelec) First Division to junk a disqualification case against presidential candidate Ferdinand "Bongbong" Marcos Jr. recently set social media abuzz. A statement in the decision, penned by Comelec Commissioner Aimee Ferolino, spurred numerous discussions and…
By Nica Marsha Gasapo on February 10, 2022 The Bureau of Internal Revenue (BIR) has finally issued Revenue Memorandum Circular (RMC) 19-2022, the much-awaited clarification and guidance on tax-free exchanges of properties under Section 40(C)(2) of the National Internal Revenue Code of 1997 (Tax Code) as amended by Republic Act…
By Gerardo Maximo Francisco on February 3, 2022 First of a series On Nov. 11, 2021, the Inter-Agency Task Force for the Management of Emerging Infectious Diseases (IATF-EID) issued IATF Resolution 148-B, Series of 2021, which approved the following measure that took effect on Dec. 1, 2021: "In areas where…
By Euney Marie Mata-Perez on January 27, 2022 The official campaign period for the May 2022 national and local elections will start soon and candidates will be, or perhaps have already started, soliciting campaign contributions. The giving of campaign contributions is recognized under Batas Pambansa 881 or the Omnibus Election Code of…
By Ellaine Anne Bernardino on January 20, 2022 A Letter of authority (LoA) issued by the Bureau of Internal Revenue (BIR) empowers a revenue officer (RO) to examine the books of accounts and other accounting records of a taxpayer for the purpose of collecting the correct taxes. The BIR's practice…
By Nica Marsha Gasapo on January 13, 2022 PRESIDENT Rodrigo Duterte has signed into law Republic Act (RA) 11595, which amended certain provisions of the Retail Trade Liberalization Act of 2000 (RTLA). It consolidated House Bill 59 and Senate Bill 1840, which were passed by the House of Representatives and…
By Euney Marie Mata-Perez on January 6, 2022 HAPPY New Year! We have hurdled 2021, which was not easy and full of challenges. Nonetheless, we continue to be grateful to have survived the year. We all are hoping that 2022 will be much better. However, with the national elections near,…
By Mark Anthony Tamayo on December 30, 2021 Last of a series In last week's article, we briefly compared Bureau of Internal Revenue (BIR) and Bureau of Customs (BoC) audits. Further differences are highlighted here. Audit timeframe The BIR and the BOC are mandated to complete their audits within 120…
By Mark Anthony Tamayo on December 23, 202 First of a series Recently, the Bureau of Internal Revenue (BIR) and the Bureau of Customs (BOC) respectively issued Letters of Authority (LOAs) and Audit Notification Letters (ANLs) to selected taxpayers and importers. It may thus be the most propitious time to…
By Euney Marie Mata-Perez on December 16, 2021 Foreign direct investment (FDI) inflows took a beating during the Covid-19 pandemic. Government-imposed travel bans and quarantines for foreign travelers likely contributed, so it is thus crucial that the government pass economic measures to promote FDIs. Early this year, we saw the…
By Euney Marie Mata-Perez on December 9, 2021 In cross-border transactions, the allocation of the power to tax between taxing jurisdictions over buyers and sellers of tangible or physical goods is crucial. In the pre-internet age, the buyer's and seller's actual geographic location was critical. Most existing income treaties, which…
By Euney Marie Mata-Perez on December 2, 2021 Last Monday, November 29, 2021, I had the privilege of moderating a tax lecture sponsored by the Ateneo Law Alumni Association, Inc. (ALAAI) entitled "You Can Run But You Can't Hide From Taxes". The main speaker was Bureau of Internal Revenue (BIR)…
By Euney Marie Mata-Perez on November 25, 2021 On Sept. 21, 2021, the House of Representatives passed on third reading House Bill 7425 (HB 7425), which seeks to amend the National Internal Revenue Code (Tax Code) to impose a 12-percent value-added tax (VAT) on the sale of digital services and…
By Euney Marie Mata-Perez on November 18, 2021 Tax avoidance and tax evasion are the two most common ways used by taxpayers to not pay taxes or pay reduced taxes. Tax avoidance is the use of tax-saving devices within the means sanctioned by law and where the taxpayer acts in…
By Euney Marie Mata-Perez on November 11, 2021 Nothing is certain except death and taxes, Benjamin Franklin wrote in 1789. It is a statement remains true today. Tax compliance is certain, too, with its attendant costs, uncertainty at times, and pains. So for the government to collect more taxes, it…
By Ellaine Anne Bernardino on November 4, 202 Proper serving of notices of assessment from the Bureau of Internal Revenue (BIR) is crucial. If done improperly, the assessment can be invalidated because of the lack of due process. Section 228 of the National Internal Revenue Code provides that the taxpayer…
By Nica Marsha Gasapo on October 28, 2021 The Data Privacy Act of 2012 (DPA) was enacted to protect the fundamental human right of privacy and communication while ensuring the free flow of information. Through the DPA, the state recognizes the important role of information and communication technology in nation-building…
By Euney Marie Mata-Perez on October 21, 2021 First of two-part Having incurred losses during the Covid-19 pandemic, companies can avail of the net operating loss carry-over deduction (Nolco) pursuant to the National Internal Revenue Code (Tax Code), as amended, as well as certain special laws. Section 34(D)(3) of the Tax Code provides that…