Revocation of the Certificate of Registration of Pasig Chamber of Commerce and Industry

April 28, 1986 BIR RULING NO. 051-86 46 (c) 000-00 051-86 Gentlemen : This refers to your letter dated January 30, 1986 requesting a ruling as to whether or not that Office can proceed with the revocation of the certificate of registration of the Pasig Chamber of Commerce and Industry, Inc., notwithstanding the non-submission of a tax clearance certificate from the Bureau of Internal Revenue. It is represented that Pasig Chamber of Commerce & Industry with Registry No. 5639 has been included in the list of inactive corporation which were directed to appear before the Commission and show cause why their franchise or certificate of registration should not be revoked or suspended as the case may be; that the aforesaid list was published in the January 16, 1985 issue of Business Day, Times Journal and Bulletin Today; and that the said corporation failed to appear before the Commission in the scheduled hearing but the cancellation of its certificate of registration was deferred due to the non-submission of a tax clearance as required under Executive Order No. 1026. In reply thereto, I have the honor to inform you that your query is answered in the negative. Section 46(e) of the Tax Code as amended by Executive Order No. 1026 provides that every corporation shall, within thirty days after the adoption by the corporation of a resolution or plan for the dissolution of the corporation or for the liquidation of the whole or any part of its capital stock, including corporations which have been notified of possible involuntary dissolution by the Securities and Exchange Commission, render a correct return to the Commissioner of Internal Revenue, verified under oath, setting forth the terms of such resolution or plan and such other information as the Minister of Finance shall, by regulations, prescribe. The dissolving Corporation prior to the issuance of the Certificate of Dissolution by the Securities & Exchange Commission shall secure a certificate of tax clearance from the Bureau of Internal Revenue which certificate shall be submitted to the Securities & Exchange Commission . Moreover, failure to render the return and secure the certificate of tax clearance as above-mentioned shall subject the officer(s) of the corporation required by law to file the return under Section 40(a) of the Code to a fine of not less than five thousand pesos or imprisonment of not less than two years and shall make them liable for all outstanding or unpaid tax liabilities of the dissolving corporation". In other words, it is mandatory that a certificate of tax clearance from this Office be submitted before a certificate of dissolution of a corporation is issued by that Office. aisadc Very truly yours, (SGD.) BIENVENIDO A. TAN, JR. Commissioner