Since P.B.T. Manufacturing Co., Inc., Merely Changed Its Name to Lotus Garments, Inc., the Latter Can Continue to Use the VAT Tax Credit Certificates Originally Issued in the Name of the Former

March 8, 1996 BIR RULING NO. 040-96 106 (a) 000-000 040-96 Lotus Garments, Inc. 80 Don Jose Street Don Enriquez Heights Diliman, Quezon City Attention: Ms . Flor A . Dimaculangan Secretary Gentlemen : This refers to your letter dated January 2, 1995 requesting information as to whether Lotus Garments, Inc. can continue to use the VAT Tax Credit Certificate No. SN 001757 originally issued in the name of P.B.T. Manufacturing Company, Inc. cdtech It is represented that the Articles of Incorporation of P.B.T. Manufacturing Co., Inc. was amended and the Securities and Exchange Commission (SEC) approved the same on March 28, 1994 changing its name to Lotus Garments, Inc.; and that there is no change in the stockholders and that the By-Laws of the corporation remain the same. In reply, please be informed that since P.B.T. Manufacturing Co., Inc., merely changed its name to Lotus Garments, Inc., the latter can continue to use the VAT Tax Credit Certificates originally issued in the name of the former. This is consistent with the doctrine that an authorized change in the name of a corporation has no more effect upon its identity as a corporation than a change of name of a natural person has upon his identity. It does not affect the rights of the corporation or lessen or add to its obligation. The corporation, upon such change in its name, is no sense a new corporation, nor the successor of the original corporation. It is the same corporation with a different name, and its character is in no respect changed. (6 Fletcher, Cyclopedia of the Law of Private Corporation, 224-225) However, the original tax credit certificate issued in the name of P.B.T. Manufacturing Co., Inc. shall be surrendered to the Revenue District Office where the principal place of its business is located, and the RDO concerned should be informed of such change of name for the issuance of the Tax Credit Certificate in the name of Lotus Garments, Inc. This serves as the authority of the RDO concerned to cancel the TCC issued to P.B.T. Manufacturing Co., Inc. and to issue another TCC in the name of Lotus Garments, Inc. With respect to your request for a permit to use loose-leaf invoices, it is suggested that you direct your request to the Regional Director of Revenue Region No. 7, Quezon City, who has the authority to grant the same pursuant to Revenue Memorandum circular No. 13-82. Very truly yours, LIWAYWAY VINZONS-CHATO Commissioner of Internal Revenue