BIR Ruling

November 3, 1976 Messrs. Sycip, Gorres, Velayo & Co. P. O. Box 589, Manila Gentlemen : This refers to your letters dated December 17, 1974 and January 10, 1975, requesting a ruling on the tax consequence of the proposed reorganization between Guevara & Sons, Inc. (hereinafter referred to as G&S) and Guevent (Guevara Enterprises) Management Corporation (hereinafter referred to as GMC). It is represented that G&S is a Philippine corporation primarily authorized to manufacture, assemble, import and otherwise acquire goods of every class and description; that it is also authorized, among others, to acquire by purchase and to hold for investment to deal with or dispose of stocks, bonds, or any other obligations or securities of any corporation; that it may also acquire all or any part of the goodwill, rights, franchises, property and business of any person, entity or corporation and to pay the same in cash or stock, or other obligations of the corporation; that it has an authorized capital stock of 1,000,000 shares, with a par value of P100 per share, of which 251,504 (P25,150,400) shares are issued and outstanding as of September 30, 1974; and that as of the same date, its stockholders are as follows: Stockholders No. of Shares Domingo M. Guevara, Sr. 29,573 Carmen S. Guevara 1,579 Petronilo S. Guevara 6,189 Reynaldo S. Guevara 9,236 Domingo S. Guevara, Jr. 10,747 Carmen G. Monfort 35,026 Celia S. Guevara 36,441 Roberto S. Guevara 34,422 Benjamin S. Guevara 32,960 Ricardo S. Guevara 20,000 Guevara Foundation, Inc T o t a l 251,504