Vicente J. Cuna & Associates

June 7, 1983 Vicente J. Cuna & Associates Rm. 506 Pacific Bank Bldg. 6776 Ayala Avenue Makati, Metro Manila Sir : This has reference to your letter dated December 7, 1982, regarding the request for refund of the P25,000.00 filing fee in connection with the filing of amended articles of incorporation of BAGUIO MOUNTAIN PROVINCE DEVELOPMENT BANK increasing it authorized capital stock. cdlex The records of the aforementioned corporation on file with this Commission disclose that on October 11, 1982, it filed a certificate of increase of capital stock from P2,000,000.00 to P27,000,000.00 from which the Commission assessed and collected P25,000.00 filing fee therefor. The said corporation thru its counsel, Vicente Cuna & Associates made a protest in writing relative to the imposition and collection of the aforesaid fee considering that as said corporation is engaged in the business as a private development bank, the same is exempted from the payment of said filing fee by express provision of Sec. 10 of Republic Act No. 4093 as amended by RA 4887 and as further amended by Batas Pambansa Blg. 63. Likewise, the said corporation maintains the view that it is the intent and purpose of the law to give assistance and incentives to private development banks by granting them exemption from payment of all taxes, charges and fees of whatever nature or description. Furthermore, said corporation claims exception to the Opinion dated June 1, 1979 issued by this Commission that "newly" established private development banks, are not exempt from the filing fee as well as the miscellaneous fees appurtenant to the filing of articles of incorporation and by-laws of corporation and it is merely increasing its authorized capital stock and not registering or incorporating a new company. The issue to be resolved herein is whether or not BAGUIO MOUNTAIN PROVINCE DEVELOPMENT BANK is exempt from the payment of filing fees of its amended articles of incorporation. "SECTION 10. All private development banks, with net assets not exceeding ten million pesos for class C, twenty million pesos for class B and thirty million pesos for class A banks excluding the counterpart capital subscribed and paid-in by the Development Bank of the Philippines shall be totally exempt of all taxes, charges and fees of whatever nature and description except from compensating tax and tariff duties. For this purpose, the net assets of all private development banks shall be determined as of December thirty one of each year and if such are in excess of the limits prescribed by this section they shall be liable for payment of taxes for the following calendar year, said taxes to be assessed, levied and collected in proportionate amount as the excess shall bear in relation to the total net assets. Private development banks existing as of the date of effectivity of this Act shall lose their exemption from taxes, charges and fees prescribed herein effective January 1, 1985. Provided, further, that private development banks to be established after the effectivity of this Act shall not be entitled to exemption from such taxes, charges and fees." LexLib From the aforequoted provision it can be deduced that private development banks are not exempt from the payment of filing fees of articles of incorporation either originally or as an amendment. Applying the "ejusdem generis rule", the term "fees" as used above should not be construed in its widest sense so as to include the fees required in filing articles of incorporation but should refer only to the same class or general nature as those specifically enumerated. In this connection, it must be noted that the term "fees" are defined as those charges imposed upon a person to defray or help defray the cost of particular services rendered for his account. Henson v. Griffiths, N.Y.S. 2d 473, 476, 204 Misc. 736. In this instance, the opinion which was previously issued by this Commission on June 1, 1979, may likewise be applied herein insofar as payment of the filing fee is concerned. It must be noted that the development bank in the present case has not been given exemption from the payment of said fee, with more reasons the exemption should not be granted to existing development banks inasmuch as there is a presumption that the same is thriving, especially in this instance where the corporation is increasing its authorized capital stock. Beside, legislative grants of exemptions should be express, clear and unequivocal and are to be strictly construed against the grantee. In view thereof, we regret to inform you that we cannot grant your request for refund of the aforesaid filing fee. Please be guided accordingly. Very truly yours, (SGD.) JESUS J. VALDES Associate Commissioner