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TitleRMO 32-01.doc
TagsTaxes Mergers And Acquisitions Stocks Consolidation (Business) Corporations
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(d) Articles of Incorporation duly registered with SEC of the merged or
consolidated corporation; and

(e) Audited Financial Statements duly submitted or to be submitted to the
SEC in connection with the application for merger or consolidation.

The material facts in the submitted documents, including an analysis of their
bearing on the issues and a specification of the applicable provisions thereof,
must be stated also in the covering letter.

B. No Application/Request for Certification-Ruling will be processed unless
the foregoing requirements are complied with in all respects.

C. In the case of executed and/or completed transactions, either original
executed and notarized copies or certified true copies of the above-mentioned
documents must be submitted, together with proof of payment of the applicable
documentary stamp taxes on the transactions. In the case of issuance of
shares/unit of participation by the transferee, the due dates for the payment of
the corresponding documentary stamp tax prescribed under Revenue
Memorandum Order No. 8-98 dated February 10, 1998, as amended by Revenue
Regulations No. 6-2001 and 12-2001 dated July 31, 2001 and September 7,
2001, respectively, shall apply.

D. Records to be kept and information to be filed. —

The parties to the transaction shall comply with the pertinent provisions of
Revenue Regulations No. 18-2001 dated November 13, 2001, regarding the
records to be kept and information to be filed in connection with the tax-free
exchange, provided that, any violation thereof, including the failure of the parties
to present proof of annotation of the substituted basis within the period provided
in Section 7 of such Regulations shall be referred to the Prosecution Division for
appropriate action. DSHcTC

II. FORM OF REQUEST FOR RULING AND CERTIFICATION

To the extent applicable, the request for certification-ruling shall be prepared
and submitted in the form provided in Annex "A" hereof under the heading
"Application and Joint Certification". For this purpose, soft copies of the Form
shall be available either from the Taxpayers' Information and Education Division
at the Ground Floor, BIR National Office Building or from the Law Division at the
7th Floor of the same building. The same may also be downloaded from the BIR
website at www.bir.gov.ph.

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. Otherwise, the
request shall not be accepted by the BIR. 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

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