C.I.C.M. Missionaries, Inc.

March 19, 2009 BIR RULING [DA-(C-041) 162-09] DA 143-07 C.I.C.M. Missionaries, Inc. 14th Street and Gilmore Avenue Quezon City Attention: Ms. Eleanor G. Algerre Gentlemen : This refers to your letter dated November 4, 2008 stating that Belgian Catholic Missionaries, Inc. is a religious corporation organized and existing under the laws of the Philippines; that it is the absolute and registered owner of several real properties covered by TCT Nos. RT-110627 (30578), RT-110626 (30579), RT-110625 (21212), RT-37091 (646) and 20823; that on November 29, 1961, the corporate life of Belgian Catholic Missionaries, Inc. expired; that on March 30, 1962, CICM Missionaries, Inc. was organized as a religious society of the Roman Catholic Church also known as the Congregation of the Immaculate Heart of Mary (Congregatio Immaculati Cordis Mariae); that the CICM Missionaries, Inc. was previously organized as a corporation under the name of Belgian Catholic Missionaries, Inc.; that all the members of the said society have given their written consent to the re-incorporation of the society as a successor to the said dissolved corporation; that the re-incorporation of the said religious society is not forbidden by competent authority or by the constitution, or discipline of the Roman Catholic Church; and that the said religious society desires to re-incorporate for the administration of its temporalities and the management of its properties and estate. Based on the foregoing representations, you now request for confirmation of your opinion that no capital gains tax, creditable withholding tax or documentary stamp tax is due on the transfer of the above-mentioned properties registered in the name of Belgian Catholic Missionaries, Inc. to the newly-created CICM Missionaries, Inc. for purposes of administration. In reply thereto, this Office had already occasioned to rule on the matter when it said in BIR Ruling No. DA 143-07 dated March 8, 2007, as follows: ". . . that a change of trustee does not result in a change in the beneficial ownership of the properties nor does it involve any consideration, therefore the same is not considered a taxable event. (BIR Ruling No. 209-91; DA397-04 dated July 21, 2004; DA044-04 dated February 4, 2004) The transfer of title to properties registered in the name of RCAM to the newly-created corporations sole for administration purposes and without any consideration is analogous to the transfer of properties by a trustee to a successor-trustee. Section 110 of the Corporation Code states that: "Sec. 110. Corporation Sole . For the purpose of administering and managing, as trustee, the affairs, property and temporalities of any religious denomination, sect or church, a corporation sole may be formed by the chief archbishop, bishop, priest, minister, rabbi or other presiding elder of such religious sect or church organization." HATICc Accordingly, this Office is of the opinion as it hereby holds that no capital gains tax, expanded withholding tax or documentary stamp tax is due on the transfer of real or personal properties currently registered in the name of RCAM to the newly-created dioceses of Pasig, Novaliches, Kalookan, Cubao and Paraaque for purposes of administration and in compliance with the mandate of the Papal Bulls creating such dioceses." SUCH BEING THE CASE, this Office holds that the transfer of the above-mentioned properties by Belgian Catholic Missionaries, Inc., a dissolved religious corporation, to its newly-created corporation, CICM Missionaries, Inc. is not subject to capital gains tax, expanded withholding tax and the corresponding documentary stamp tax. 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. Very truly yours, (SGD.) JAMES H. ROLDAN Assistant Commissioner Legal Service