New Certificates to be Issued by the Continuing Corporation to the Stockholders of the Constituents Banks Shall be Subject to Documentary Stamp Tax

September 3, 1991 BIR RULING NO. 169-91 175 229-88 169-91 Gentlemen : This refers to your letter dated August 2, 1991 stating that UCPB Savings Bank, Inc. is a merger of five (5) UCPB subsidiary thrift banks, namely: United Savings Bank, United Bicol Savings Bank, United Mindoro Savings Bank, United Eastern Savings Bank and Domestic Savings and Loan Association, Inc.; that before the merger of each of those banks on September 25, 1990, you have already paid the documentary stamp tax on the original issuance of stock certificates to the stockholders of the constituent banks; and that since UCPB Savings Bank, Inc. as a continuing entity of the five (5) constituent banks, you have to replace the old stock certificates with new certificates to the same stockholders. Based on the foregoing, you now request our opinion as to whether the issuance of new certificates of stocks by UCPB Savings Bank, Inc. to the stockholders of the five (5) constituent banks to replace the old stock certificates is subject to the documentary stamp tax. In reply, please be informed that the new certificates to be issued by the continuing corporation to the stockholders of the five (5) constituents banks shall be subject to the documentary stamp tax under Section 175 of the Tax Code, as amended. However, the issuance of new stock certificates by UCPB Savings Bank, Inc. to replace its own old certificates is not subject to the documentary stamp tax provided the new certificates are issued to the same persons and there are no changes in the face value thereof. (1957 BIR Ruling cited in Nolledo's National Internal Revenue Code Annotated, p. 743) cdtech Very truly yours, (SGD.) EUFRACIO D. SANTOS Deputy Commissioner Officer-in-Charge