Mr. Rolando D. Te

February 5, 2009 BIR RULING [DA-(OSL-002) 056-09] DA 063-08 Mr. Rolando D. Te Davao Mark Enterprises, Inc. 128 E. Quirino Avenue Davao City Sir : This refers to your letter dated September 16, 2008 stating that Unimark Investments (SPV-AMC) Corporation (UNIMARK) is a corporation organized and existing under the laws of the Philippines with office address at the 2/F All Seasons Building, 112 Aguirre Street, Legaspi Village, Makati City; that it is the owner of a parcel of land located at Buhangin-Mandug Road, Buhangin, Davao City, with an aggregate area of 3,373 square meters and covered by TCT No. T-270032 issued by the Registry of Deeds for Davao City; that on the other hand, Davao Mark Enterprises, Inc. is likewise a corporation organized and existing under the laws of the Philippines; that on April 15, 2008, a Certificate of Eligibility (COE) was issued by the Securities and Exchange Commission under Control No. 124 and COE No. BSP050218-00001, that the transfer/sale of qualified non-performing assets which includes the property above-described from Philippine Bank of Communications (PBCOM) to UNIMARK to be in the nature of a "true sale" in accordance with Republic Act (R.A.) No. 9182 and its implementing Rules and Regulations; and that the SEC certifies the eligibility for benefits under the said Act of the above-described asset which shall be transferred/sold by Unimark to Davao Mark Enterprises, Inc. aHADTC Based on the foregoing representations, you now request for the issuance of a Certificate Authorizing Registration (CAR) so that title to the property may now be transferred in the name of the buyer. In reply thereto, please be informed that Section 13 (c) of Revenue Regulations No. 6-2004 provides that "(c) Upon presentation of the Capital Gains Tax Return, together with the corresponding COE and the documentary requirements as mentioned in the preceding paragraph, the Revenue District Office (RDO) where the property being transferred is located, shall issue the corresponding Tax Clearance Certificate (TCL) and Certificate Authorizing Registration (CAR) for the registration of the real property in favor of the transferee: Provided, That, in case the transferor is an FI, no such TCL/CAR shall be issued unless all applicable taxes on the previous transfer to the FI have been duly paid when the taxes became due or paid thereafter but subject to appropriate increments and penalties." In prescinding the above-cited provisions, this Office takes cognizance of the fact that since Unimark is an SPV, as such an entity exempt under R.A. No. 9182, and the sale thereof has been certified to be a true sale in accordance with the said Act, its transfer of the above-mentioned property is exempt from capital gains tax/creditable withholding tax and the corresponding documentary stamp tax. However, it is nevertheless required to file the corresponding returns on the above-mentioned transaction for purposes of securing the necessary TCL/CAR so that title to the property may be transferred to the assignee. Accordingly, UNIMARK should present the necessary returns together with the COE to the RDO, where the property is located, for the issuance of the corresponding CAR/TCL so that title to the above-mentioned property may now be issued in your favor. 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. ISaCTE Very truly yours, (SGD.) JAMES H. ROLDAN Assistant Commissioner Legal Service