DST on the New Certificates to be Issued by the Surviving Corporation to the Stockholders

June 2, 1988 BIR RULING NO. 229-88 175-00 000-00 229-88 Gentlemen : This refers to your letter dated August 4, 1987 stating that in the merger of Fil-Hispano Ceramics, Inc. and Fil-Mosaic Corporation which became effective on October 28, 1986, Fil-Hispano is the surviving corporation while Fil-Mosaic is the absorbed corporation; and that Fil-Hispano will issue new certificates of stocks to the shareholders of the absorbed corporation. Consequently, you now request confirmation of your opinion that no documentary stamp tax is due on the issuance of new certificates by Fil-Hispano to the shareholders of the absorbed corporation to replace to latter's original certificates. In reply, please be informed that based on the foregoing facts, the new certificates to be issued by the surviving corporation to the stockholders of the absorbed corporation is subject to documentary stamp tax under Section 175 (then Sec. 188) of the Tax Code, as amended. However, the issuance of new stock certificates by the surviving corporation to replace its own old certificates is not subject to documentary stamp tax provided the new certificates are issued to the same persons and there are no changes in the face value thereof. (Refer to NIRC Annotated, Aranas, page 388; BIR Ruling dated May 29, 1974) Very truly yours, (SGD.) BIENVENIDO A. TAN, JR. Commissioner