Request to be Allowed to (a) Register a Name or Style; (b) Register as a VAT Entity; and (c) Register as a Withholding Agent in the Appropriate Revenue District Office in Makati, Metro Manila

August 21, 1995 BIR RULING NO. 123-95 107 000-00 123-95 237 Quisumbing Torres & Evangelista 11Th Floor, Pacific Star Building Makati Avenue cor. Sen. Gil J. Puyat Ave. Makati 1200, Metro Manila Attention: Attys . Jose R . Sandejas and Rachel P . Follosco Gentlemen : This refers to your letter dated April 5, 1995 stating that your client, CE Casecnan Water and Energy Company, Inc. (Casecnan) is a corporation duly organized and existing under the laws of the Philippines; that it is engaged in the development, construction and operation of the hydroelectric and water irrigation project in Pantabangan, Nueva Ecija; that in view of the fact that the principal project which it seeks to undertake is in Nueva Ecija, its principal office as provided in its Article of Incorporation is to be established in Pantabangan, Nueva Ecija; that pursuant to the provisions of the National Internal Revenue Code (NIRC) at the Commencement of its business, it is required to do the following: (1) register its name or style as required under Section 237 of the NIRC; (2) register as a VAT entity pursuant to Sec. 107 of the NIRC; and (3) register as a withholding tax agent; that as a general rule, under the NIRC, the foregoing registration requirements are prescribed to be made with the Revenue District Office where the business entity has its principal office; that any income tax returns or taxes which need to be paid or remitted are likewise generally required to be made with the same Revenue District Office or other duly authorized collecting agents within the same revenue district; and that in the case of Casecnan, these registration and remittance requirements would ordinarily be made in Pantabangan, Nueva Ecija. In connection therewith, your client is requesting to be allowed to (a) register its name or style; (b) register as a VAT entity; and (c) register as a withholding agent in the appropriate Revenue District Office in Makati, Metro Manila where it maintains an administrative office in lieu of the registration required to be made in Pantabangan, Nueva Ecija, its principal place of business. Moreover, it is likewise requesting that it be allowed to: (a) maintain its complete books of accounts in its administrative office in Makati while maintaining only such subsidiary books of accounts as will be necessary in its field office; and (b) to pay or remit any national internal revenue taxes due from it to the appropriate collecting agents of the BIR in Makati, Metro Manila, for the following reasons: (1) That at present, since actual development and construction of the project intended to be pursued by Casecnan in Nueva Ecija have not yet commenced, Casecnan does not have any office at Pantabangan Nueva Ecija. Currently, Casecnan does not conduct any business or operation whatsoever in Nueva Ecija. Neither does it have any personnel temporarily or permanently assigned or working therein; (2) That Casecnan currently maintains an administrative office in Makati, Metro Manila. It will therefore be more expedient for Casecnan to register at the present time in Metro Manila, since it still has no presence whatsoever in Pantabangan; (3) That upon the commencement of actual operations in Nueva Ecija, Casecnan will establish a field office in Pantabangan. At the same time, Casecnan will continue to maintain an office in Makati with secretarial, accounting and other administrative services. Personnel who are expected to stay in the field office in Pantabangan will be predominantly if not limited to technical and construction personnel who will be directly involved in the technical aspect and construction phase of the project; and (4) That to facilitate record keeping and to better control and secure its books of accounts, Casecnan intends to keep its complete books and maintain its accounting staff in Makati. Casecnan intends to maintain only such subsidiary books as will be necessary, in its field office. In reply thereto, please be informed that every person other than person required to be registered under the provisions of Section 107 of the Tax Code, as amended engaged in any business shall, on or before the commencement of his business register with the revenue district officer concerned within 10 days from commencement of the business. The registration shall contain his name or style, place of residence, business, the place where such business is carried on and such other information as may be required by the Commissioner in the form prescribed therefor. (Section 237, Tax Code, as amended) Moreover, any person subject to a value-added tax under Sections 100 and 102 both of the Tax Code, as amended shall register with the appropriate Revenue District Officer. A person who maintains a head or main office and branches in different places shall register with the Revenue District Office which has jurisdiction over the place where the main or head office is located (Section 107, Tax Code, as amended) Furthermore, the application for registration as withholding agent must be submitted to the Withholding Tax Unit of the Revenue District Office where his principal place of business is located (RMO 23-93). Finally, the quarterly income tax declaration required in Section 68 of the Tax Code, as amended and the final adjustment return required in Section 69 also of the same Code shall be filed with the Revenue District Officer, or the Collection Agent or duly authorized treasurer of the city or municipality having jurisdiction over the location of the principal office of the corporation filing the return or place where its main books of accounts and other data from which the return is prepared are kept. However, after considering your aforementioned reasons, your request that you be allowed, to register your name or style; register as a VAT entity and register as a withholding agent in the proper Revenue District Office in Makati, Metro Manila, where you have an administrative office instead of in Pantabangan, Nueva Ecija where you intend to establish only a field office, is hereby granted. Likewise, you can maintain your books of accounts in your administrative office in Makati while you can maintain only such subsidiary books as will be necessary in your field office which you intend to establish in Pantabangan, Nueva Ecija. Moreover, your quarterly income tax declaration as well as your final adjustment return may be filed with the Revenue District Officer of Makati where your administrative office is located. Very truly yours, LIWAYWAY VINZONS-CHATO Commissioner of Internal Revenue