COURT OF TAX APPEALS (CTA) DECISIONS
ABSENCE OF A VALID LETTER OF AUTHORITY (LOA) BEFORE THE CONDUCT OF TAX AUDIT RENDERS THE ASSESSMENT VOID FOR VIOLATION OF DUE PROCESS. Jurisprudence consistently requires that a revenue officer’s authority to examine and assess a taxpayer must emanate from an LOA duly issued by the CIR or his authorized representative; otherwise, the resulting assessment is a nullity. In this case, the Bureau of Internal Revenue (BIR) relied only on a Letter Notice (LN), which cannot substitute for an LOA. The Court further found that the assessment lacked a factual basis, being founded merely on presumptions derived from computerized data matching without supporting evidence. Thus, the Court En Banc affirmed the First Division’s ruling that the assessment was void and unenforceable. (Commissioner of Internal Revenue v. Ermilo Tan Ng Hua, CTA EB No. 2734 [CTA Case No. 9912], 14 April 2025).
FAILURE TO PROPERLY SERVE THE FAN/FLD ON THE TAXPAYER OR ITS DULY AUTHORIZED REPRESENTATIVE RENDERS THE ASSESSMENT AND THE RESULTING WDL VOID FOR VIOLATION OF DUE PROCESS. Assessment notices must be duly served upon the taxpayer or its authorized representative to comply with due process. In this case, the Court found that the Bureau of Internal Revenue (BIR) failed to validly serve the Formal Assessment Notice (FAN) and Final Letter of Demand (FLD), as they were delivered to a different, unregistered address and received by a person merely identified as the “daughter” of one of the taxpayer’s officers, without proof of authority to accept official notices. Such service does not constitute valid substituted service. The Court ruled that the lack of proper service rendered the FAN/FLD void, and consequently, the Warrant of Distraint and Levy (WDL) issued pursuant thereto was likewise invalid for violation of the taxpayer’s right to due process. (Weltel Corporation v. Commissioner of Internal Revenue, CTA Case No. 10947, 30 April 2025).
ASSESSMENT ISSUED BEYOND THE THREE-YEAR PRESCRIPTIVE PERIOD IS VOID; THE BIR’S BELATED INVOCATION OF THE TEN-YEAR PERIOD WAS IMPROPER AS IT FAILED TO PROVE FRAUD OR FALSITY. The Court held that the BIR’s right to assess the taxpayer had been prescribed, as the assessment was issued more than three years after the filing of the 2011 tax return and beyond the extended period under the executed waiver. The BIR’s reliance on the ten-year extraordinary prescriptive period was unwarranted because it failed to establish with clear and convincing evidence that the return was false or fraudulent, as required by law. The assessment notices merely cited general references to under-declaration and did not present any factual basis or computation to substantiate fraud. Moreover, the use of a waiver indicated that the BIR itself recognized the application of the ordinary three-year period, making its later invocation of the ten-year period a mere afterthought. Consequently, the Court ruled that the assessment was void for having been issued beyond the prescriptive period and without due process, entitling the taxpayer to a refund of the garnished amount.(Weltel Corporation v. Commissioner of Internal Revenue, CTA Case No. 10947, 30 April 2025).
THE FAN IS VALID FOR CONTAINING A DEFINITE TAX LIABILITY AND DUE DATE AS POSSIBLE INTEREST ADJUSTMENTS DID NOT RENDER THE ASSESSMENT UNCERTAIN. The Court ruled that the Final Assessment Notice (FAN) issued to the taxpayer was valid and complied with due process requirements, as it clearly indicated both the specific amount of tax due and the corresponding payment deadline. This distinguishes the case from Commissioner of Internal Revenue v. Fitness by Design, Inc., where the assessment was void for lacking definite figures and dates. The Court clarified that the inclusion of a reminder about possible interest adjustments did not render the assessment uncertain, as the taxpayer was still clearly informed of the amount and due date of payment. (Quartz Business Products Corporation v. Commissioner of Internal Revenue, CTA Case No. 11096, 19 May 2025).
ASSESSMENT FOR ALLEGED UNACCOUNTED INCOME AND CORRESPONDING VAT WAS VOID FOR LACK OF FACTUAL AND LEGAL BASIS, AS NO ACTUAL INCOME OR SALE WAS PROVEN. The Court held that the deficiency income tax and VAT assessments based on alleged unaccounted income were without legal and factual foundation. Jurisprudence requires that income tax may only be imposed when there is actual or constructive receipt of income, representing a realized gain or profit. In this case, the Bureau of Internal Revenue (BIR) merely presumed undeclared income from the supposed discrepancy between the Summary List of Purchases (SLP) and the alphalist of payees, treating it as an “unaccounted source of cash.” The Court found such presumption insufficient, as there was no proof that petitioner derived any actual income or profit from the alleged unaccounted payments. Further, even assuming that undeclared purchases existed, such omission does not automatically constitute undeclared income, since taxpayers are not legally bound to claim all allowable deductions. With respect to VAT, the Court emphasized that VAT applies only to sales of goods or services where consideration is received, not to mere purchases or disbursements. As there was no showing that the petitioner sold any goods or services or received consideration therefore, the corresponding VAT assessment had no basis. Accordingly, both the deficiency income tax and VAT assessments arising from the alleged unaccounted income were properly cancelled. (Quartz Business Products Corporation v. Commissioner of Internal Revenue, CTA Case No. 11096, 19 May 2025).
EXCESS TAX CREDITS VALIDLY CARRIED OVER TO THE SUCCEEDING TAXABLE YEAR MAY BE RECAPTURED BY THE BIR, PROVIDED THE COMPUTATION REFLECTS THE CORRECT AMOUNT AS SHOWN IN THE TAXPAYER’S RETURN. The Court affirmed the validity of the BIR’s recapture of the taxpayer’s excess income tax credits carried over to the succeeding period, consistent with the rule on the irrevocability of the carry-over option. Once a corporation elects to carry over excess tax credits to the next taxable year, such choice becomes final and binding; the same credits may not thereafter be claimed as a refund or applied twice. In this case, the BIR correctly recognized the taxpayer’s election to carry over its excess tax credits but erred in the amount used for the adjustment. The Court emphasized that the recapture of excess tax credits does not invalidate the taxpayer’s carry-over election but rather enforces it by ensuring that credits are properly applied against future income tax liabilities. Allowing the taxpayer to again use the same excess credits without proof of their availability would result in double benefit and prejudice the government. Thus, while the BIR’s recapture was upheld, the assessment must be corrected to reflect the proper amount per the taxpayer’s ITR. (Quartz Business Products Corporation v. Commissioner of Internal Revenue, CTA Case No. 11096, 19 May 2025).
DEFICIENCY VAT ASSESSMENTS FOR PRESCRIBED PERIODS WERE DEEMED TIME-BARRED; HOWEVER, THE ENTIRE ASSESSMENT WAS SUSTAINED DUE TO THE TAXPAYER’S FAILURE TO PROVE WHICH PORTIONS PERTAINED TO THE PRESCRIBED MONTHS. The Court applied the general three-year prescriptive period for the assessment of internal revenue taxes, reckoned from the due date or actual filing of the quarterly VAT returns. Based on the filing and due dates, the BIR’s right to assess deficiency VAT for the first three quarters of taxable year (TY) 2011 had already been prescribed, while the assessment for the fourth quarter remained within the allowable period. However, the taxpayer failed to substantiate which portions of the assessed deficiency VAT corresponded to the prescribed quarters. The Court reiterated that tax assessments enjoy the presumption of correctness and regularity, and the burden rests upon the taxpayer to prove not only that the assessment is erroneous but also to specify the correct computation. Since the petitioner failed to present copies of its VAT returns or other documentary evidence showing when the taxable transactions occurred, the Court had no basis to segregate the prescribed and unprescribed portions. Consequently, the entire deficiency VAT assessment was deemed attributable to the unprescribed fourth quarter of TY 2011 and thus upheld as valid. (Quartz Business Products Corporation v. Commissioner of Internal Revenue, CTA Case No. 11096, 19 May 2025).
UNSUPPORTED VAT ZERO-RATED AND EXEMPT SALES WERE SUSTAINED DUE TO LACK OF SUBSTANTIATING EVIDENCE FROM THE TAXPAYER. The Court upheld the deficiency VAT assessments on the taxpayer’s alleged unsupported zero-rated sales and exempt sales. Under tax regulations, the entitlement to VAT zero-rating or exemption must be sufficiently established by competent evidence. Tax exemptions are strictly construed against the taxpayer and liberally in favor of the taxing authority, and the party claiming such exemption bears the burden of proving entitlement thereto. Applying this principle, the Court found that the petitioner neither presented documents nor raised arguments to substantiate its claim of zero-rated and exempt transactions in its Petition for Review or Memorandum. Absent any supporting evidence, the presumption of regularity and correctness of the tax assessment stands. Consequently, the deficiency VAT assessments corresponding to the alleged unsupported zero-rated and exempt sales were properly retained. (Quartz Business Products Corporation v. Commissioner of Internal Revenue, CTA Case No. 11096, 19 May 2025).
A LETTER OF AUTHORITY (LOA) IS REQUIRED EVEN IN MANDATORY AUDITS CONDUCTED IN RELATION TO BUSINESS RETIREMENT APPLICATIONS. The Court held that the absence of a valid Letter of Authority (LOA) renders any tax assessment void, regardless of whether it arises from a regular assessment or a mandatory audit in connection with the retirement of business. Under the National Internal Revenue Code, only revenue officers duly authorized through an LOA may conduct an examination of a taxpayer’s books and records. The law does not distinguish between the types of assessments, and courts are bound not to create such distinctions. Applying this rule, the Court rejected the petitioner’s argument that a mandatory audit in relation to business closure does not require an LOA. The Court emphasized that the requirement of an LOA is grounded on the taxpayer’s right to due process, ensuring that the taxpayer is properly informed of the authorized officers conducting the audit. Hence, even in mandatory audits, a valid LOA remains an indispensable requirement for a lawful assessment. (Commissioner of Internal Revenue v. Sellery Phils. Enterprises, Inc., CTA EB No. 2837 [CTA Case No. 10049], 20 May 2025).
TAX ASSESSMENTS MUST CLEARLY STATE THE FACTUAL AND LEGAL BASES AND CONSIDER THE TAXPAYER’S REPLY; FAILURE TO DO SO VIOLATES DUE PROCESS AND RENDERS THE ASSESSMENT VOID. Under the National Internal Revenue Code and its implementing regulations, tax assessments must inform the taxpayer in writing of the factual and legal bases of the deficiency and must consider any reply to the Preliminary Assessment Notice; otherwise, the assessment is void for violation of due process. The Court of Tax Appeals found that the Bureau of Internal Revenue issued a Formal Letter of Demand and Final Assessment Notice identical to the Preliminary Assessment Notice, without addressing the taxpayer’s explanations or evidence submitted in its reply. This disregard of the taxpayer’s defenses and failure to provide specific reasons for rejecting them demonstrated noncompliance with due process requirements. The Court ruled that both the FLD/FAN and the subsequent Warrant of Distraint and/or Levy were void, emphasizing that while the government has authority to collect taxes, it must do so with fairness and strict adherence to the law. (Conveying and Packaging Co. Inc. v. Commissioner of Internal Revenue, CTA Case No. 10844, 26 May 2025)
UNDER THE NIRC, INPUT TAXES ATTRIBUTABLE TO VAT-EXEMPT TRANSACTIONS ARE NOT CREDITABLE; PETITIONER’S FAILURE TO PROPERLY ALLOCATE SUCH INPUT TAXES WARRANTS DISALLOWANCE. Pursuant to the NIRC and its implementing regulations, input taxes directly or proportionately attributable to VAT-exempt transactions cannot be credited against output VAT. In this case, the petitioner engaged in both taxable and exempt sales but failed to properly allocate the corresponding input taxes, resulting in the disallowance of input VAT. The Court of Tax Appeals held that such disallowance was justified, as the petitioner’s argument that its available input VAT could offset the deficiency was contrary to the rule against using excess input tax carry-overs to settle deficiency VAT. The Court emphasized that allowing such offset would lead to double benefit and administrative inefficiency, further citing the principle that taxes cannot be the subject of set-off or compensation since they are the lifeblood of the government. (National Reinsurance Corporation of the Philippines v. Commissioner of Internal Revenue, CTA Case No. 10791, Decision dated 4 June 2025).
TAX ASSESSMENTS ARE PRESUMED CORRECT, AND THE TAXPAYER BEARS THE BURDEN OF PROVING OTHERWISE; PETITIONER FAILED TO SUBSTANTIATE ITS CLAIM THAT IT HAD SUFFICIENT INPUT VAT TO OFFSET THE DISALLOWED AMOUNT. Under the National Internal Revenue Code, a tax assessment issued by the Bureau of Internal Revenue is presumed correct, and the taxpayer has the burden to prove both that the assessment is erroneous and that its own computation is accurate. Here, the petitioner merely asserted that it had sufficient input VAT credits to offset its alleged deficiency but failed to present supporting evidence to disprove the respondent’s findings. The Court held that bare allegations cannot overcome the presumption of correctness of an assessment, and since the petitioner failed to discharge its burden of proof, the petition was denied for lack of merit. (National Reinsurance Corporation of the Philippines v. Commissioner of Internal Revenue, CTA Case No. 10791, Decision dated 4 June 2025).
UNDER THE LOCAL GOVERNMENT CODE, PAYMENT UNDER PROTEST IS NOT REQUIRED TO QUESTION A LOCAL BUSINESS TAX ASSESSMENT; THUS, THE PETITIONER’S PROTEST WAS VALID DESPITE NONPAYMENT OF THE ASSESSED AMOUNT. The CTA ruled that the validity of a protest or judicial action is not contingent upon prior payment. It further held that the local ordinance provision requiring payment before protest was void for being inconsistent with the Local Government Code. (Takenaka Corporation – Philippine Branch v. City of Makati and Hon. Jesusa E. Cuneta, CTA AC No. 307, 4 June 2025)
THE TAXPAYER BEARS THE BURDEN OF PROVING PAYMENT OF ASSESSED TAXES; PETITIONER FAILED TO SUBSTANTIATE ITS CLAIM OF PRIOR PAYMENT OF LOCAL BUSINESS TAXES WITH COMPETENT EVIDENCE. The Court held that financial statements, tax returns, business permits, and certifications from other local government units were insufficient to prove payment, emphasizing that receipts are the best evidence thereof.(Takenaka Corporation – Philippine Branch v. City of Makati and Hon. Jesusa E. Cuneta, CTA AC No. 307, 4 June 2025)
UNDER THE LOCAL GOVERNMENT CODE, A NOTICE OF ASSESSMENT MUST CLEARLY STATE THE FACTUAL AND LEGAL BASES OF THE TAX DEFICIENCY; FAILURE TO DO SO VIOLATES DUE PROCESS AND RENDERS THE ASSESSMENT VOID. The Local Government Code mandates that a notice of assessment must inform the taxpayer of the nature and basis of the tax deficiency to satisfy the requirements of due process. In this case, the City of Makati’s Notice of Assessment (NOA) against the taxpayer failed to indicate the specific statutory provision supporting the alleged local business tax (LBT) deficiency. Neither the NOA nor the subsequent demand letters provided clear factual or legal bases for the assessment, resulting in the taxpayer being deprived of the opportunity to intelligently protest or appeal the same. The Court held that such deficiency assessments, issued without proper notice of the law and facts relied upon, are null and void for violating the taxpayer’s right to due process. Moreover, the assessments for certain taxable years were also declared. Accordingly, the Court cancelled the assessments and enjoined the City of Makati from collecting the disputed amounts. (Takenaka Corporation – Philippine Branch v. City of Makati and Hon. Jesusa E. Cuneta, CTA AC No. 307, 4 June 2025)
TIMELY PAYMENT OF DOCKET FEES WITHIN FIVE DAYS FROM ELECTRONIC FILING SATISFIES THE CTA’S FILING REQUIREMENTS, EVEN IF THE COURT WAS CLOSED ON THE INITIAL FILING DATE. The Court of Tax Appeals held that the petitioner duly complied with the payment of docket fees under the CTA’s En Banc Resolution on electronic filing, which allows payment and submission of proof within five (5) calendar days from the date of electronic filing. The petitioner attempted to file the Original Petition physically on November 5, 2021, but the Court had closed early for disinfection, prompting the petitioner to file via email on the same date. Since payment of the filing fees on November 5 was impossible due to the closure, the petitioner settled the docket fees and submitted the official receipts on November 8, 2021, within the prescribed five-day period. The Court ruled that such compliance was sufficient and that respondent’s claim of untimely payment lacked merit. (CIC Property Venture Holdings, Inc. v. Commissioner of Internal Revenue, CTA Case No. 10668, June 11, 2025)
DUE PROCESS IN TAX ASSESSMENTS — ASSESSMENT VOID FOR INDEFINITENESS OF DUE DATE AND FAILURE TO EXPLAIN REJECTION OF PROTEST. The Court of Tax Appeals (CTA) held that the assessment issued by the Bureau of Internal Revenue (BIR) was void for violating due process, as the Formal Letter of Demand and Final Assessment Notice contained contradictory payment due dates, rendering the assessment indefinite, and because the BIR failed to clearly communicate the reasons for rejecting the taxpayer’s protest. Applying the due process standards established in Commissioner of Internal Revenue v. Avon Products Manufacturing, Inc., the Court ruled that such failures deprived the taxpayer of a meaningful opportunity to contest the assessment. Accordingly, the CTA denied the BIR’s Motion for Reconsideration and granted the taxpayer’s motion to amend the dispositive portion of its earlier decision to correctly refer to the taxable year 2017. (Kingston Aluminum and Stainless Sales Corp. v. Bureau of Internal Revenue–Revenue Region No. 9A, CTA Case No. 10326, Amended Decision, 17 June 2025). Where the BIR issued the FAN merely one day after the petitioner’s reply and without considering its contents, showing that the assessment was predetermined, such omission rendered the PAN, FAN, and Final Decision on Disputed Assessment null and void, as well as the Warrant of Distraint and/or Levy issued pursuant thereto. The Court emphasized that due process demands not only that a taxpayer be heard but that the BIR meaningfully consider the evidence presented. (CIC Property Venture Holdings, Inc. v. Commissioner of Internal Revenue, CTA Case No. 10668, June 11, 2025)
WARRANT OF DISTRAINT AND LEVY VOID FOR LACK OF VALID ASSESSMENT AND IMPROPER SERVICE. The Court of Tax Appeals ruled that the Warrant of Distraint and/or Levy (WDL) issued against Diageo Philippines, Inc. was void for having been based on an invalid assessment and for not being properly served. The CTA reiterated that a valid assessment is a substantive prerequisite for tax collection and that void assessments produce no legal effect. The WDL was also deemed improperly served, as it was merely left with a lobby receptionist who was neither an employee nor an authorized representative of the taxpayer, and no barangay official or disinterested witnesses were present to validate substituted service. Given these due process violations, the Court cancelled and set aside both the deficiency tax assessments and the resulting WDL, and enjoined the BIR from enforcing collection. (Diageo Philippines, Inc. v. Commissioner of Internal Revenue, CTA Case No. 10452, Decision, 19 June 2025)
ASSESSMENT IS VOID FOR LACK OF VALID LETTER OF AUTHORITY (LOA) TO CONDUCT AUDIT. The Court of Tax Appeals ruled that the deficiency tax assessment issued against Pro Star Sports Philippines, Inc. was void for having been conducted by revenue officers who were not armed with a valid Letter of Authority (LOA). The CTA emphasized that an LOA is a mandatory statutory requirement granting authority to revenue officers to examine a taxpayer’s books and issue assessments, and any audit conducted without such authority is a nullity. In this case, although an LOA was originally issued to other revenue officers, the subsequent reassignment of the audit to different officers was made through a mere Memorandum of Assignment without the issuance of a new or amended LOA, contrary to established rules and due process. Accordingly, the Court cancelled and set aside the deficiency income tax assessment and enjoined the BIR from collecting the assessed amount. (Pro Star Sports Philippines, Inc. v. Commissioner of Internal Revenue, CTA Case No. 11037, Decision, 24 June 2025); while the LOA named RO Tan and GS Hernandez, the audit and subsequent issuance of the assessment were instead conducted by RO Tan and GS Enriquez, who was not authorized under any LOA. The Court held that GS Enriquez’s unauthorized participation rendered the resulting deficiency tax assessment null and void, as an audit without proper authority violates due process and produces no valid tax liability. Consequently, the assessment, warrants, and garnishment were cancelled, and the BIR was ordered to refund the garnished amount to the taxpayer. (Brilliant Creations Publishing, Inc. v. Commissioner of Internal Revenue, CTA Case No. 11043, 20 June 2024)
TAX EXEMPTION OF COOPERATIVES ARISES FROM LAW, NOT FROM A BIR-ISSUED CERTIFICATE OF TAX EXEMPTION. Under the Philippine Cooperative Code, the grant of tax incentives and exemptions to duly registered cooperatives emanates directly from the law itself, not from any confirmatory issuance of the Bureau of Internal Revenue (BIR). The BIR’s Certificate of Tax Exemption merely serves as an administrative confirmation of the cooperative’s entitlement to exemptions already provided by statute and does not constitute the legal source of such privilege. Consequently, the absence or non-renewal of a Certificate of Tax Exemption does not automatically negate a cooperative’s tax-exempt status if it otherwise meets the legal requirements under the Code. In Commissioner of Internal Revenue v. Co, et al., G.R. No. 241424, February 26, 2020, the Supreme Court held that no prior confirmatory ruling is required for exemption or refund, as rulings merely operate to confirm conditions already existing under law. Applying the same principle, the Court ruled that the petitioner cooperative’s entitlement to exemption subsists by operation of law, and the BIR cannot deny such benefit solely for lack of a renewed Certificate of Tax Exemption. (CCT Multi-Purpose Cooperative [formerly CCT Credit Cooperative] v. Commissioner of Internal Revenue, CTA Case No. 10351, June 24, 2025)
COOPERATIVE EXEMPT FROM INCOME TAX BUT LIABLE FOR VAT, EWT, AND DST DUE TO TRANSACTIONS WITH NON-MEMBERS. Under the Philippine Cooperative Code, duly registered cooperatives that transact exclusively with their members are exempt from all internal revenue taxes, while those transacting with both members and non-members are exempt only on transactions with members, subject to income tax exemption granted to all cooperatives upon registration with the Cooperative Development Authority (CDA). In this case, the Court found that the petitioner cooperative failed to prove that it transacted solely with its members for taxable year 2016, as the Court-commissioned independent CPA confirmed that only 38% of its loan transactions were verified as member-related. Consequently, the cooperative was deemed to have dealt with non-members and was held liable for value-added tax (VAT), expanded withholding tax (EWT), and documentary stamp tax (DST). Nonetheless, since the cooperative was duly registered with the CDA and its registration remained valid, it was conclusively entitled to exemption from income tax under the law.(CCT Multi-Purpose Cooperative [formerly CCT Credit Cooperative] v. Commissioner of Internal Revenue, CTA Case No. 10351, June 24, 2025)
COOPERATIVE FAILED TO ESTABLISH ENTITLEMENT TO VAT AND EWT EXEMPTIONS, AND THE ASSESSMENTS WERE HELD VALID AND NOT PRESCRIBED. Under the Philippine Cooperative Code and its implementing rules, cooperatives with accumulated reserves exceeding PhP10,000,000.00 that transact with both members and non-members are subject to VAT and EWT on non-member transactions unless they prove compliance with statutory conditions for exemption, such as returning at least 25% of net income to members. In this case, the petitioner failed to substantiate that the VAT assessment pertained solely to transactions with members or that it complied with the income return requirement. It likewise failed to present evidence showing that the corresponding VAT and EWT returns were filed for taxable year 2016; hence, the Court applied the ten-year prescriptive period for assessment due to the presumed failure to file returns. Consequently, both the VAT and EWT assessments were upheld for lack of proof of exemption and prescription. (CCT Multi-Purpose Cooperative [formerly CCT Credit Cooperative] v. Commissioner of Internal Revenue, CTA Case No. 10351, 24 June 2025)
SECURITIES AND EXCHANGE COMMISSION
NUMBER OF DIRECTORS IN A FINANCING COMPANY (SEC-OGC OPINION NO. 24-37, NOVEMBER 19, 2024).. The Financing Company Act of 1998, as implemented by SEC Memorandum Circulars Nos. 5, 6, 14, and 16, financing companies—being stock corporations imbued with public interest—are generally required to have a Board of Directors composed of at least five (5) but not more than fifteen (15) members, with at least two (2) serving as independent directors. However, if the financing company qualifies as a close corporation and complies with the conditions under SEC MC No. 14, or if it does not possess the qualifications under SEC MC No. 5 that subject it to the Revised Code of Corporate Governance, it may operate with a minimum of two (2) regular directors. (Re: Number of Directors in a Financing Company, SEC-OGC Opinion No. 24-37, November 19, 2024.)
MANDATORY TENDER OFFER RULE (SEC-OGC OPINION NO. 24-38, NOVEMBER 26, 2024). Pursuant to the Securities Regulation Code (RA 8799) and its Implementing Rules and Regulations, as clarified in Cemco Holdings, Inc. v. National Life Insurance Co. of the Philippines, the mandatory tender offer rule applies to any transaction resulting in the acquisition of control or more than 50% of a public company’s outstanding equity, whether by cash subscription or debt-to-equity conversion. Thus, if a shareholder—such as Shareholder A—subscribes to additional unissued shares of Consolidated Mines, Inc. and thereby exceeds the 50% ownership threshold, a mandatory tender offer must be made to all remaining stockholders at a fair price supported by an independent fairness opinion. Failure of other stockholders to subscribe does not constitute waiver of their rights, and pre-emptive rights cannot be assigned to other shareholders. (Re: Mandatory Tender Offer Rule, SEC-OGC Opinion No. 24-38, November 26, 2024.)
RETAIL TRADE LIBERALIZATION ACT OF 2000, AS AMENDED (R.A. NO. 8762, AS AMENDED BY R.A. NO. 11595) – DEFINITION OF PAID-UP CAPITAL INCLUDES ADDITIONAL PAID-IN CAPITAL (APIC). Under the Retail Trade Liberalization Act (RTLA) and its Implementing Rules and Regulations, the term paid-up capital refers to the total investment paid into a corporation, which includes both par value and any additional paid-in capital or share premium. This interpretation aligns with the law’s liberal intent to attract foreign investments and promote market competitiveness by lowering barriers to entry in retail trade. Applying this to Electrolux Philippines, Inc., the Securities and Exchange Commission confirmed that its share premium or APIC should be included in determining compliance with the minimum paid-up capital requirement under the RTLA, as the premium forms part of the company’s total capital investment once infused. (Definition and Composition of Paid-Up Capital under the Retail Trade Liberalization Act of 2000, as Amended, SEC-OGC Opinion No. 24-39, November 26, 2024.)
BUY-BACK OF SHARES AFTER AUTOMATIC DELISTING (SEC-OGC OPINION NO. 24-40, DECEMBER 9, 2024). A corporation may reacquire its own shares provided it has unrestricted retained earnings and the buy-back serves a legitimate corporate purpose. Applying this to the case of PNOC Exploration Corporation (PNOC EC), which was involuntarily delisted from the Philippine Stock Exchange for non-compliance with the minimum public ownership requirement, the SEC held that PNOC EC may validly buy back its shares as long as these conditions are met. Considering that the shares subject to repurchase constitute only 0.21% of its total outstanding shares, the mandatory tender offer rules do not apply, although PNOC EC may choose to follow the tender offer procedures by analogy for transparency and fairness. (Re: Buy-Back of Shares After Automatic Delisting, SEC-OGC Opinion No. 24-40, December 9, 2024.)
MASS MEDIA AND ADVERTISING; FOREIGN OWNERSHIP RESTRICTIONS – ONLINE PLATFORM PROVIDING USER-GENERATED CONTENT IS NOT ENGAGED IN ADVERTISING (SEC-OGC OPINION NO. 24-41, DECEMBER 9, 2024). The SEC, interpreting these provisions alongside related laws such as R.A. No. 7394 (Consumer Act) and R.A. No. 9211 (Tobacco Regulation Act), reiterated that what characterizes a mass media entity is the dissemination of information or ideas to the public, not necessarily editorial control over content. Applying this principle, the Commission found that Pinoy Internet Ventures Online, Inc. (PIVOI), which operates a website allowing users to upload property listings and other user-generated content, is not engaged in mass media or advertising since it merely provides a digital platform and does not create, control, or disseminate content or advertising materials. However, the SEC emphasized that whether an online platform constitutes mass media depends on its use and extent of content dissemination. (Disini Law, Re: Entities Engaged in Mass Media and Advertising; Foreign Ownership Restrictions, SEC-OGC Opinion No. 24-41, December 9, 2024)
APPLICABILITY OF THE RULES ON MATERIAL RELATED PARTY TRANSACTIONS FOR PUBLICLY-LISTED COMPANIES (“MRPT”) (SEC-OGC OPINION NO. 24-42, DECEMBER 12, 2024). The regulation applies only to transactions between a reporting publicly-listed company (PLC) and its related parties to ensure transparency and prevent conflicts of interest. In SEC-OGC Opinion No. 24-42 (December 12, 2024), the SEC clarified that transactions by a subsidiary or affiliate of a PLC with a non-related party do not fall within the scope of the MRPT Rules, even if such subsidiary’s financials are consolidated with those of the parent PLC. Consolidation serves only for reporting and does not merge or disregard the distinct juridical personality of each entity. This principle is supported by Velarde v. Lopez, Inc., G.R. No. 153886 (January 14, 2004), which affirms the separate corporate personality of a subsidiary from its parent company.
SEC OPINION ON THE CAPACITY OF A FOREIGNER TO SIT AS PRESIDENT OF A FREIGHT FORWARDING CORPORATION. The SEC, citing the Revised Corporation Code and the Anti-Dummy Law, explained that while there is no express citizenship or residency requirement for a corporate president, foreigners are prohibited from managing or controlling corporations engaged in nationalized activities. The Commission examined PTO Air Express Corp.’s purpose of engaging in cargo and freight forwarding and, considering the amendments introduced by Republic Act No. 11659 to the Public Service Act, clarified that freight forwarding no longer constitutes a public utility activity restricted to Filipino citizens. Accordingly, a foreign national such as Ms. Kaikai Wu may lawfully serve as president of PTO Air Express Corp., provided that the company is not engaged in nationalized operations and remains compliant with other applicable laws and regulations. (SEC-OGC Opinion No. 25-01, Re: Capacity to Sit as President, February 10, 2025)
SEC OPINION ON THE AUTHORITY OF A FINANCING COMPANY TO INTRODUCE A NEW FINANCING PROGRAM UNDER ITS CORPORATE POWERS. Toyota Financial Services Philippines Corporation (TFSPC), being a duly registered financing company, may lawfully implement its proposed Lexus Financial Services (LFS) Program, as such activity is consistent with its primary purpose of financing and leasing motor vehicles under its Articles of Incorporation. Citing the Financing Company Act and jurisprudence, the Commission emphasized that a corporation possesses express and incidental powers necessary to fulfill its stated objectives, and acts performed within those limits are valid. However, since the LFS Program is a new product not yet reflected in TFSPC’s approved business plan, the company must first submit and secure approval of an amended plan before implementation. (SEC-OGC Opinion No. 25-05, Re: Implementation of New Financing Program; Corporate Powers; Purpose Clause, March 5, 2025)
PROHIBITION ON DIRECT LENDING BY CORPORATE DEBT VEHICLES (SEC-OGC OPINION NO. 25-06, MARCH 6, 2025). Under the Investment Company Act (ICA) and its Implementing Rules, as reinforced by SEC Memorandum Circular Nos. 23-20 and 33-20, Corporate Debt Vehicles (CDVs) are limited to investing in transferable securities and are expressly prohibited from engaging in direct lending of monies. In the case of Puyat Jacinto and Santos Law Office (for ATRAM Unitized Corporate Debt Vehicle, Inc.), the SEC clarified that investing in corporate debt securities such as bonds and notes does not equate to direct lending, as the former involves impersonal, market-based transactions distinct from a debtor-creditor relationship under a loan. Accordingly, the SEC ruled that ATRAM, as a CDV, cannot engage in direct lending activities. (SEC-OGC Opinion No. 25-06, “Prohibition on Direct Lending by Corporate Debt Vehicles,” March 6, 2025)
SEC CLARIFIES THAT ONLY DEPRECIATION ON REVALUATION INCREMENT MAY BE USED FOR DIVIDEND DECLARATION. The Securities and Exchange Commission (SEC) clarified that only the depreciation on the revaluation increment—and not the revaluation surplus itself—may be considered in determining the amount available for dividend declaration. In Opinion No. 25-08 (June 23, 2025), the SEC ruled that revaluation increments or appraisal surplus cannot be used directly as the basis for declaring dividends, as they do not represent actual earnings. However, when the depreciation on the appraisal increment has been charged to operations, that portion may be added back to retained earnings and made available for dividends, provided that (1) the company has sufficient operational income, (2) there is no deficit at the time the charge was made, and (3) the amount has not been impaired by subsequent losses. (SEC-OGC Opinion No. 25-08, Re: Depreciation on Revaluation Increment Available for Dividend Declaration, June 23, 2025)
SEC CONFIRMS THAT REPRESENTATIVE OFFICES CANNOT ENGAGE IN INCOME-GENERATING ACTIVITIES. A representative office may conduct only non-income-generating activities such as information dissemination, product promotion, and quality control. It cannot import products for distribution or sale in the Philippines, as such activities constitute income-generating transactions that are beyond its allowed functions under the Revised Corporation Code and the Foreign Investments Act. In SEC-OGC Opinion No. 25-09 (June 24, 2025), the SEC clarified that a representative office, being an extension of its foreign parent company, does not have a separate legal personality and may only engage in activities such as information dissemination, product promotion, and quality control. While it may establish a physical office, employ personnel (including foreign nationals, subject to labor and immigration laws), and enter into lease contracts through its parent company, it is strictly prohibited from engaging in income-generating activities, including importing products for local distribution or sale. The SEC emphasized that importation for marketing or “market penetration” purposes that involves consideration or sale falls outside the permissible scope of a representative office’s functions.(SEC-OGC Opinion No. 25-09, Re: Limitations on Activities of Representative Offices, June 24, 2025)
SEC AFFIRMS THAT INCORPORATED JOINT VENTURES ARE GOVERNED BY THE REVISED CORPORATION CODE. Incorporated joint ventures (JVs) formed as domestic corporations are governed by the Revised Corporation Code of the Philippines (RCCP), not by the Civil Code provisions on partnerships, regardless of the parties’ contractual stipulations or choice of foreign law. The SEC held that when parties choose to form a joint venture as a corporation under Philippine law, such entity—referred to as an incorporated JV—is subject to the Revised Corporation Code and possesses a separate juridical personality distinct from its incorporators or shareholders. Even if the joint venture agreement provides that foreign law governs the arrangement or that the parties do not intend to form a partnership, the incorporated entity (Entity X) remains a Philippine domestic corporation bound by Philippine corporate law. The SEC emphasized that the shareholders’ agreement between the parties is valid only to the extent that it does not contravene mandatory provisions of the RCCP or public policy, reiterating that corporate laws take precedence over conflicting contractual terms.(SEC-OGC Opinion No. 25-12, Re: Governing Law Applicable to Incorporated Joint Ventures, July 14, 2025)
REVENUE REGULATIONS
Revenue Regulations No. 022-2025
Pursuant to Sections 244 and 245 of the National Internal Revenue Code, in relation to Section 9 of Republic Act No. 12214 (Capital Markets Efficiency Promotion Act), Revenue Regulations No. 022-2025 further amends RR No. 17-2011 to allow private employers to deduct from gross income their qualified contributions to employees’ Personal Equity and Retirement Accounts (PERA) under RA No. 9505.
Revenue Regulations No. 024-2025
Sections 244 and 245 of the NIRC, RR No. 024-2025 imposes updated creditable withholding tax rates on income payments by top withholding agents to local suppliers of goods and services.
| Standard Withholding Rates | Supplier of goods: One percent (1%) |
| Supplier of services: Two percent (2%) | |
| New Reduced Rate | A rate of one-half percent (1/2%) is imposed for gross payments to manufacturers and direct importers of specific goods intended for wholesale. |
| Goods Subject to Reduced Rate | Motor vehicles in Completely Built Units (CBUs) or Semi-Knockdown (SKD) units, motor vehicle parts and accessories. |
| Medicine/pharmaceutical products | |
| Solid or liquid fuels and related products. |
REVENUE MEMORANDUM CIRCULAR
Revenue Memorandum Circular No. 084-2025
Pursuant to DOF Department Order No. 012-2025 and Revenue Memorandum Circular No. 084-2025, the Department of Finance issued a revised schedule of filing fees for applications for Tax Exemption Indorsements (TEIs) and non-TEIs to update the 25-year-old rates under DO No. 54-2000, ensuring alignment with current economic conditions and streamlining processing in accordance with the Ease of Doing Business Act. (Circularizing DOF Department Order No. 012-2025, Revenue Memorandum Circular No. 084-2025, September 9, 2025)
| Value of Importation | Filing Fee |
| Php100,000.00 and below | Php300.00 |
| From Php100,000.01-Php400,000.00 | Php500.00 |
| From Php400,000.01-Php600,000.00 | Php700.00 |
| From Php600,000.01-Php800,000.00 | Php900.00 |
| From Php800,000.01-Php1,000,000.00 | Php1,100.00 |
| From Php1,000,000.01-Php5,000,000.00 | Php2,100.00 |
| From Php5,000,000.01-Php10,000,000.00 | Php3,100.00 |
| From Php10,000,000.01 and above | Php4,100.00 |
Revenue Memorandum Circular No. 088-2025
| Date Issued | October 1, 2025 |
| Subject | BIR extends October 2025 tax deadlines to October 31 for Cebu earthquake-affected areas |
| Affected Areas | Five Cebu-based RDOs namely: RDO No. 80-Mandaue City, CebuRDO No. 81-Cebu City NorthRDO No. 82-Cebu City SouthRDO No. 83-Talisay City, CebuRDO No. 123-Large Taxpayers Division-Cebu |
| Imposition | No penalties, surcharges, or interest shall apply if compliance is made within the extended period. |
BIR RULINGS
DONATION TO A RELIGIOUS CORPORATION IS EXEMPT FROM DONOR’S TAX. Donations made in favor of religious, charitable, and social welfare institutions, provided that not more than thirty percent (30%) of the donation is used for administrative purposes, are exempt from donor’s tax. Applying this, the Declaration of Heirship with Deed of Donation executed by the Donors in favor of a Religious Corporation, covering several parcels of land, qualifies for donor’s tax exemption. In accordance with Section 196 of the NIRC, the donation is also exempt from documentary stamp tax, except for the payment of ₱15.00 under Section 188 since it was made prior to the effectivity of the TRAIN Law. Accordingly, a Certificate of Tax Exemption was issued confirming such exemption. (Certificate of Tax Exemption No. DT-150-2025, DT-151-2025, April 25, 2025)
EXPORT SALES AND SERVICES PAID IN FOREIGN CURRENCY AND ACCOUNTED PER BSP RULES MAY BE SUBJECT TO 0% VAT, BUT NO RULING WAS ISSUED AS IT FALLS UNDER “NO-RULING AREAS.” Pursuant to Sections 106(A)(2)(a)(1) and 108(B)(2) of the National Internal Revenue Code (NIRC) of 1997, as amended, export sales of goods and services rendered to a non-resident foreign entity are subject to zero percent (0%) Value-Added Tax (VAT) when the consideration is paid in acceptable foreign currency and properly accounted for in accordance with Bangko Sentral ng Pilipinas (BSP) regulations. In this case, a VAT-registered domestic seller engaged in the sale of Uninterrupted Power Supply (UPS) units and related accessories entered into a transaction with a foreign buyer based outside the Philippines, with payment made in foreign currency and accounted per BSP rules, thus meeting the conditions for zero-rating under the law. However, the tax authority declined to issue a confirmatory opinion since the VAT treatment of export sales and services is classified as a “No-Ruling Area,” while emphasizing the seller’s obligation to comply with invoicing requirements under Section 113 of the NIRC, as amended by the Ease of Paying Taxes Act, including the proper labeling of sales as “zero-rated.” (BIR Ruling No. VAT-156-2025 April 25, 2025)
INCOME FROM SERVICES IS TAXABLE AND SUBJECT TO VAT IF THE INCOME-PRODUCING ACTIVITY IS PERFORMED WITHIN THE PHILIPPINES. Pursuant to Sections 23(F), 42(A)(3), and 108(A) of the National Internal Revenue Code (NIRC), a non-resident foreign entity is taxable only on income derived from sources within the Philippines, and services are considered sourced in the country if the income-generating activity or inflow of economic benefit occurs within Philippine territory. In this case, although the advertising services were carried out abroad, the income was derived from consumer activities and transactions within the Philippines resulting from such advertisements, showing that the income-producing activity was effectively performed locally. Accordingly, the service fees paid for these activities are subject to Philippine income tax, VAT, and applicable withholding tax. (BIR Ruling No. OT-168-2025, April 25, 2025)
SERVICES RENDERED ABROAD THAT GENERATE CUSTOMER LEADS AND ECONOMIC BENEFITS WITHIN THE PHILIPPINES ARE DEEMED PERFORMED LOCALLY AND ARE THEREFORE SUBJECT TO INCOME TAX, WITHHOLDING TAX, AND VAT. Pursuant to Sections 23(F), 42(A)(3), and 108(A) of the National Internal Revenue Code, income of a non-resident foreign corporation (NRFC) is taxable only if derived from sources within the Philippines, and services are considered sourced in the Philippines if performed therein. Applying this, the Bureau of Internal Revenue held that advertising and lead-generation services rendered abroad but resulting in customer engagement and economic benefits within the Philippines are deemed performed in the Philippines; thus, the related payments are subject to income tax, withholding tax, and VAT, as the income source and inflow of benefits occurred within Philippine territory. (BIR Ruling No. OT-169-2025, April 25, 2025)
PWDS ARE ENTITLED TO A 20% DISCOUNT AND VAT EXEMPTION ON SPECIFIED GOODS AND SERVICES, WHILE EMPLOYERS HIRING THEM MAY CLAIM AN ADDITIONAL 25% INCOME DEDUCTION. Pursuant to Republic Acts Nos. 9442 and 10754, which amend the Magna Carta for Persons with Disability (RA No. 7277), persons with disability (PWDs) are granted a 20% discount and exemption from the 12% value-added tax (VAT) on the purchase of specific goods and services such as medicines, medical and dental services, transportation, accommodations, and recreational activities, provided that a valid PWD ID is presented. While gainfully employed PWDs remain subject to income tax, employers hiring PWDs are entitled to an additional 25% deduction from gross income based on the salaries and wages paid to such employees. (BIR Ruling No. OT-170-2025, May 6, 2025)
MATERNITY LEAVE BENEFITS—INCLUDING SSS PAYMENTS AND EMPLOYER-PAID SALARY DIFFERENTIALS—ARE EXEMPT FROM INCOME AND WITHHOLDING TAXES FOR ELIGIBLE EMPLOYEES. Pursuant to Republic Act No. 11210 (Expanded Maternity Leave Law), Section 2.78.1(B)(1)(e) of Revenue Regulations No. 2-98, and Revenue Memorandum Circular No. 105-2019, maternity leave benefits consisting of the Social Security System (SSS) maternity benefit and the employer-paid salary differential are exempt from income and withholding taxes. In this case, the maternity benefits granted to employees of a government-owned or controlled corporation (GOCC) without a charter, duly registered with the SSS, fall within this exemption since the full pay during maternity leave is considered a benefit under the SSS law. (BIR Ruling No. OT-171-2025, May 6, 2025)
COMPENSATION FOR SUBTERRANEAN EASEMENT RIGHTS IS TREATED AS A TAXABLE TRANSFER OF REAL PROPERTY SUBJECT TO CGT OR FINAL INCOME TAX AND DST, THOUGH TITLE TRANSFER AND ECAR ISSUANCE ARE NOT REQUIRED. Pursuant to Sections 24(D)(1) and 196 of the National Internal Revenue Code (NIRC) of 1997, as amended, and Republic Act No. 10752, compensation received for the subterranean easement of right of way constitutes a transfer of real property subject to either capital gains tax (CGT) or final income tax at the taxpayer’s election, as the relinquishment of sub-terrain rights is deemed a disposition of real property under the law. Likewise, the transaction is subject to documentary stamp tax (DST) under Section 196 since it involves the conveyance of real property rights for consideration, although ownership of the surface land remains with the property owner. However, annotation of the easement on title may proceed without an eCAR since no actual transfer of ownership occurs. (BIR Ruling No. OT-173-2025, May 7, 2025)
THE PUBLIC AUCTION SALE OF GOVERNMENT-SEIZED ASSETS IS EXEMPT FROM CAPITAL GAINS TAX AND DOCUMENTARY STAMP TAX AS IT ARISES FROM THE EXERCISE OF ESSENTIAL GOVERNMENTAL FUNCTIONS. Pursuant to Section 32(B)(7)(b) of the National Internal Revenue Code of 1997, as amended, and Executive Orders Nos. 286 and 149, income derived by the government or its agencies from the exercise of essential governmental functions is exempt from income tax and related taxes. Since the sale of sequestered assets through public auction was conducted in the performance of the government’s mandate to dispose of forfeited properties, such a transaction is exempt from capital gains tax and documentary stamp tax in accordance with the statutory and executive exemptions granted to the Presidential Commission on Good Government (PCGG) as successor to the Sequestered Assets Disposition Authority (SADA). (BIR Ruling No. OT-174-2025, May 13, 2025)
INCOME DIRECTLY DERIVED FROM DULY REGISTERED BOI PROJECTS QUALIFIES FOR INCOME AND WITHHOLDING TAX EXEMPTION, WHILE NON-QUALIFYING OR EXCESS ACTIVITIES REMAIN SUBJECT TO REGULAR TAXATION. Entities registered with the Board of Investments (BOI) are granted exemption from income tax and creditable withholding tax on income directly attributable to their registered projects for a specified period. Accordingly, the certificates confirm tax exemption for revenues derived from BOI-registered activities, such as economic and low-cost housing projects and a petroleum distribution project, while maintaining that sales beyond the approved unit limits, commercial uses, or activities outside the registered scope remain taxable. (Certificate of Tax Exemption No. BOI-LEH-175-2025, BOI-LEH-176-2025, BOI-LEH-179-2025, May 15, 2025)
THE DONATION OF LAND TO A PUBLIC SCHOOL IS EXEMPT FROM DONOR’S TAX AND FROM DST, BEING A GIFT TO A GOVERNMENT ENTITY. Pursuant to Section 101(A)(2) of the National Internal Revenue Code of 1997, as amended, a donation made in favor of the government or any of its agencies is exempt from donor’s tax. Accordingly, the Deed of Donation executed by a local government unit in favor of a public educational institution over a parcel of land in Cabatuan, Iloilo qualifies for such exemption as it constitutes a gift to a government entity. The transaction is likewise not subject to documentary stamp tax (DST) under Section 196 of the Tax Code but is only liable to the DST imposed under Section 188 thereof. (Certificate of Tax Exemption No. DT-178-2025, May 15, 2025)
NPC-PAYOR IS RESPONSIBLE FOR WITHHOLDING AND REMITTING WITHHOLDING TAX COMPENSATION EVEN THOUGH PSALM ASSUMED NPC’S LIABILITY; HENCE, NPC’S TIN MUST BE USED FOR TAX REMITTANCE. Pursuant to Sections 2.57 and 2.57.3 of Revenue Regulations No. 2-98, as amended by RR No. 11-2018, the obligation to deduct, withhold, and remit withholding taxes rests upon the payor of income. In this case, although PSALM assumed the liabilities of the National Power Corporation (NPC) under the Electric Power Industry Reform Act (EPIRA), NPC acted as the processor and payor of the separation benefits due to its former employees. As confirmed by submitted documents and Board resolutions, NPC disbursed the payments, maintained access to employee records, and filed the related withholding tax returns; thus, the Bureau of Internal Revenue ruled that NPC’s Tax Identification Number (TIN) shall be used for remitting the taxes withheld on said separation benefits. (BIR Ruling No. OT-180-2025, May 29, 2025)
PROCEEDS FROM THE PRIVATIZATION OF A GOVERNMENT-OWNED POWER PLANT UNDER EPIRA ARE NOT SUBJECT TO INCOME TAX, WITHHOLDING TAX, OR VAT, AS THE TRANSACTION CONSTITUTES AN EXERCISE OF GOVERNMENTAL FUNCTION, NOT A COMMERCIAL ACTIVITY. Under Section 27(C) of the Tax Code, government-owned or controlled corporations (GOCCs) are generally subject to income tax only when engaged in commercial activities similar to those of private entities. However, Section 32(B)(7)(b) exempts income derived from the exercise of essential governmental functions, and Section 105 further limits VAT liability to transactions made in the course of trade or business. In this case, the sale of a hydroelectric power plant by two government entities to a private corporation was conducted under the mandate of the Electric Power Industry Reform Act (EPIRA) for the purpose of privatizing state-owned generation assets. Since this activity is legally recognized as a governmental function aimed at restructuring the energy sector and not a profit-driven business venture, the proceeds from the transaction are not subject to income tax, withholding tax, or VAT. (BIR Ruling No. OT-182-2025, June 10, 2025)
IMPORTATION OF LIQUEFIED NATURAL GAS (LNG) IS NOT SUBJECT TO EXCISE TAX AS THERE IS NO SPECIFIC PROVISION IMPOSING SUCH TAX ON IMPORTED LNG. Pursuant to Section 151(A)(2) of the Tax Code, as amended, excise tax is imposed only on specified mineral products, and it expressly exempts locally extracted natural gas and liquefied natural gas (LNG) from such tax. While this provision references local extraction, imported articles are subject to the same excise tax rules as their locally manufactured counterparts. Since LNG derived from locally extracted gas is tax-exempt and there is no separate provision for taxing imported LNG, the importation of LNG by a power-generating corporation for use in its Batangas-based plant is likewise not subject to excise tax. This interpretation is consistent with Revenue Regulations No. 8-96, relevant jurisprudence emphasizing strict construction against taxation, and the BIR’s prior ATRIGs confirming the tax-exempt status of the corporation’s LNG imports. (BIR Ruling No. OT-183-2025, July 29, 2025)
BIR DEADLINES FROM OCTOBER 20 TO OCTOBER 26, 2025. A gentle reminder on the following deadlines, as may be applicable:
| DATE | FILING/SUBMISSION |
| October 20, 2025 | SUBMISSION – Quarterly Information on OCWs or OFWs Remittances Exempt from DST furnished by the Local Banks & Non-Banks Money Transfer Agents. For the Quarter ending September 30, 2025. |
| SUBMISSION – Quarterly Report of Printer. For the Quarter ending September 30, 2025 | |
| e-FILING/FILING & e-PAYMENT/PAYMENT – BIR Form 1600 WP (Remittance Return of Percentage Tax on Winnings and Prizes Withheld by Race Track Operators) – eFPS & Non-eFPS Filers. Month of September 2025 | |
| October 25, 2025 | SUBMISSION – Quarterly Summary List of Sales/Purchases/Importations by a VAT Registered Taxpayers – Non-eFPS Filers. For the Quarter ending September 30, 2025 |
| SUBMISSION – Sworn Statement of Manufacturer’s or Importer’s Volume of Sales of each particular Brand of Alcohol Products, Tobacco Products and Sweetened Beverage Products. For the Quarter ending September 30, 2025 | |
| e-FILING/FILING & e-PAYMENT/PAYMENT – BIR Form 2550Q (Quarterly Value-Added Tax Return) – eFPS & Non-eFPS Filers. For the Quarter ending September 30, 2025 | |
| e-FILING/FILING & e-PAYMENT/PAYMENT – BIR Form 2551Q (Quarterly Percentage Tax Return) – eFPS & Non-eFPS Filers. For the Quarter ending September 30, 2025 |