BIR Ruling [DA-030-03]

January 31, 2003 BIR RULING [DA-030-03] 60 (B); 209-91 dated October 18, 1991 Metropolitan Bank & Trust Company Metrobank Plaza Sen. Gil Puyat Avenue Attention: Atty. Maria Paz Agojo-Garcia Legal Officer Gentlemen : This refers to your letter dated November 27, 2002 stating that the Superior Consultants Management, Inc., is a foreign exchange corporation majority owned by the Retirement Fund of Solidbank Corporation (Solidbank); that majority of the shares is in the name of Solidbank Trust, as Trustee for Solidbank Corporation; and that with the merger and integration of operations of Solidbank and Metropolitan Bank and Trust Company (Metrobank), the shares in the name of Solidbank Trust Department as Trustee for Solidbank had been transferred and changed to Metrobank Trust as Trustee. Based on the foregoing representations, you now request for exemption from the payment of documentary stamp tax relative to the transfer of the stock certificates of Superior Consultants Management, Inc. from Solidbank Trust to Metrobank Trust. In reply thereto, please be informed that the change of trustee or trustees of the Superior Consultants Management, Inc. which is majority owned by the Retirement Fund of Solidbank from Solidbank Trust to Metrobank Trust as a result of the merger and integration of the operations of Solidbank and Metrobank is not a taxable event, and therefore, since there is no actual transfer of ownership of the shares, the shares of stock in the name of the Solidbank, as the former Trustee, may now be transferred in the name of Metrobank, is the newly designated Trustee, even without the payment of documentary stamp tax. ( BIR Ruling No. 209-91 dated October 18, 1991 ) This ruling is being issued on the basis of the foregoing facts as represented. However, if upon investigation, it will be disclosed that the facts are different, then this ruling shall be considered null and void. CAaSED Very truly yours, (SGD.) MILAGROS V. REGALADO Assistant Commissioner Legal Service