BIR Ruling [DA-504-03]

December 15, 2003 BIR RULING [DA-504-03] 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 . Perfecto E . Mirador, Jr . Senior Partner Gentlemen : This refers to your letter dated December 12, 2002 requesting on behalf of your client, Legend Hotel International Corporation, for an extension of 60 days within which to file the short period return for the absorbed companies relative to the merger effected on November 26, 2002, to be reckoned from December 26, 2002 to February 26, 2003 under Section 52(C) of the Tax Code of 1997. It is represented that the Legend Hotel International Corporation is the surviving corporation after its merger with Anito Tourist Development Corporation, Harrison Inn Corporation, Gemstone Tourist Development Corporation, Amethyst Tourist Development Corporation, Rose Quartz Tourist Development Corporation and White Light Corporation; that on November 26, 2002, the Securities and Exchange Commission (SEC) has approved the merger of the aforesaid companies; that under BIR Ruling No. 010-2002, the Bureau of Internal Revenue (BIR), citing the case of the Bank of the Philippine Islands vs. Commissioner of Internal Revenue, G . R . No . 144653 , where the Supreme Court ruled 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 personalities of the absorbed companies; thus, in applying the said ruling to the case at bar, the deadline for the absorbed companies to file the short period return shall be on December 26, 2002; and that due to lack of material time, you were not able to complete the closing of books and are still in the process of accumulating necessary documents and that it was physically impossible for the absorbed companies to meet the December 26, 2002 deadline. In reply thereto, please be informed that since the above-cited reason is meritorious, your request for an extension of 60 days within which to file the short period return, of the absorbed companies reckoning from December 26, 2002 to February 26, 2003, is hereby granted. ( BIR Ruling No. 010-2002 dated February 19, 2002 ) DTIaCS Very truly yours, (SGD.) JOSE MARIO C. BUAG Deputy Commissioner Legal & Inspection Group