BIR Ruling [DA-502-03]

December 15, 2003 BIR RULING [DA-502-03] 52 (C); 010-2002; 02-19-02 Bernaldo Mirador Law Offices Unit 1807 Cityland Condominium 10-Tower 1 6815 Ayala Avenue corner H.V. dela Costa St. Makati City Attention: Atty . Rosario S . Bernaldo Senior Partner Gentlemen : This refers to your letter dated November 18, 2002 requesting on behalf of your client, Titanium Corporation, for an extension of 60 days within which to file the short period return for the two (2) absorbed companies relative to the merger effected on October 21, 2002, to be reckoned from November 20, 2002 to January 20, 2003 under Section 52(C) of the Tax Code of 1997. It is represented that Titanium Corporation is the surviving corporation which was merged with Supreme Harmony Corporation and Sta. Mesa Tourist Development Corporation; that on October 21, 2002, the Securities and Exchange Commission (SEC) has approved the merger among the three (3) companies; that under BIR Ruling No. 010-2002, the Bureau of Internal Revenue (BIR) citing the Supreme Court ruling in the case of the Bank of the Philippine Islands vs. Commissioner of Internal Revenue , G.R. No. 144653, to the effect that the 30-day period within which the absorbed companies are required to file short period return should be reckoned from the SEC's approval of the merger; that the rationale behind it is that the SEC approval of the merger is the operative act that gives legal effect to the reorganization and results to the cessation of the separate juridical personality of the absorbed companies; thus, in applying the said ruling to the case at bar, the deadline for the two (2) absorbed companies to file the short period return shall be on November 20, 2002; and that due to lack of material time brought about by the late receipt of the actual SEC Certificate of Approval of the Merger, and the long holiday on October 31, 2002 through November 2, 2002, it was physically impossible for the absorbed companies to meet the November 20, 2002 deadline. In reply thereto, please be informed that since the above-cited reason is found to be meritorious, your request for an extension of 60 days within which to file the short period return, of the (2) absorbed companies reckoned from November 20, 2002 to January 20, 2003, is hereby granted. ( BIR Ruling No. 010-2002 dated February 19, 2002 ) aSACED Very truly yours, (SGD.) JOSE MARIO C. BUAG Deputy Commissioner Legal & Inspection Group