quality assurane ulletin i april 2019 edition...

QUALITY ASSURANCE BULLETIN I April 2019 Edition 1


RECENT SECURITIES AND EXCHANGE COMMISSION ISSUANCES

RECENT BUREAU OF INTERNAL REVENUE ISSUANCES

Revenue Regulations No. 6-2019: Implements the provisions of Estate Tax Amnesty pursuant

to Republic Act No. 11213 (Tax Amnesty Act)

Revenue Memorandum Circular No. 55-2019: Clarifies the meaning of "Business Style" which

is required in official receipts and invoices

Revenue Memorandum Circular No. 56-2019: Clarifies the reckoning period for the payment of

Documentary Stamp Tax on original issue of shares of stocks

Revenue Memorandum Circular No. 57-2019: Clarifies certain issues on Tax Amnesty on

Delinquencies under Revenue Regulations No. 4-2019, which implemented certain provisions of

Republic Act No. 11213 (Tax Amnesty Act)

Revenue Memorandum Order No. 22-2019: Modifies the Alphanumeric Tax Code for

Percentage Taxes in BIR Form Nos. 2551M/2551Q pursuant to the implementation of RA No.

10963 (TRAIN Act)

Revenue Memorandum Order No. 23-2019: Prescribes the policies, guidelines and

procedures in the processing of applications for Tax Amnesty on Delinquencies pursuant to RA

No. 11213 (Tax Amnesty Act)

SEC Memorandum Circular No. 10; Series of 2019: Rules on Material Related Party Transactions For Publicly-Listed Companies

Notices:

- Processing of OPC Applications

- Mandatory Disclosure Forms

- Unfair Debt Collection


REVENUE REGULATIONS

NO. 6-2019

Implements the provisions of Estate Tax Amnesty

pursuant to Republic Act No. 11213 (Tax Amnesty Act)

The Estate Tax Amnesty shall cover the

estate of decedent/s who died on or before

December 31, 2017, with or without assessments

duly issued, therefore, whose Estate Tax/es have

remained unpaid or have accrued as of December

31, 2017.

The Estate Tax Amnesty shall not extend to

the following:

A. Delinquent estate tax liabilities which have be-

come final and executory and those covered by

Tax Amnesty on Delinquencies; and

B. Properties involved in cases pending in

appropriate courts:

a. Falling under the jurisdiction of the Presidential

Commission of Good Government;

b. Involving unexplained or unlawfully acquired

wealth under R.A. No. 3019, otherwise known as

the Anti-Graft and Corrupt Practices Act, and R.A.

No. 7080 or an Act Defining and Penalizing the

Crime of Plunder;

c. Involving violations of R.A. No. 9160, otherwise

known as the Anti-Money Laundering Act, as

amended;

d. Involving tax evasion and other criminal

offenses under Chapter II of Title X of the National

Internal Revenue Code (NIRC) of 1997, as

amended; and

e. Involving felonies of frauds, illegal exactions and

transactions and malversation of public funds and

property under Chapters III and IV of Title VII of the

Revised Penal Code.

An Estate Tax Amnesty rate of six percent

(6%) shall be imposed on each decedent‟s total

net taxable estate at the time of death without

penalties at every stage of transfer of property in

cognizance with the rules of succession under the

Civil Code of the Philippines on the transmission of

properties, interests, rights and obligations of the

decedent. Provided, that the minimum Estate

Amnesty Tax for the transfer of the estate of each

decedent shall be Five Thousand Pesos

(₱5,000.00).

The provisions of the NIRC of 1997, as

amended, or the applicable estate/inheritance tax

laws prevailing at the time of death of the decedent

with respect to valuation, manner of computation,

and other related matters shall apply suppletorily.

The gross estate of a decedent, as

classified below, shall be comprised of the

following properties and interest therein at the time

of his/her death, and such lifetime transfers

includible in the gross estate as enumerated under

the Tax Code.

A. Residents and Citizens - all properties, real

and personal, tangible and intangible,

wherever situated

B. Non-resident Aliens - only real and personal

properties situated in the Philippines

The properties comprising the gross estate

of the decedent shall be valued, in general, based

on the fair market value as of the time of death of

the decedent.

If the property is a real property, the fair

market value shall be the higher value between the

zonal value as determined by the Commissioner of

Internal Revenue and the fair market value as

shown in the schedule of values fixed by the

provincial and city assessors.


In the case of shares of stock, the fair

market value shall be:

A. Listed and traded in the stock exchange – The

price at the time of death or the arithmetic

mean between the highest and lowest quotation

at a date nearest the date of death, if none is

available on the date of death itself

B. Not listed shares – The book value for common

shares and par value for preferred shares as

shown in the audited financial statement of the

issuing corporation nearest to the date of death

of the decedent. The valuation of these shares

shall be exempt from the provisions of Revenue

Regulations No. 06-2013, as amended

Proprietary shares in any association,

recreation or amusement club shall be valued using

the bid price on the date of death or nearest to the

date of death, if none is available on the date of

death itself, as published in the newspaper of

general circulation.

Cash in bank in local and/or foreign

currency shall be based on the peso value of the

balance at the date of death.

For purposes of determining the Net

Estate, the gross estate may be reduced by the

deductions allowed by the Estate Tax law

applicable at the time of death of the decedent.

For purposes of the Regulations, the Estate

Tax Amnesty Return (ETAR) (BIR Form

No. 2118-EA) shall be filed by the executor or

administrator, legal heirs, transferees or

beneficiaries within two (2) years from the

effectivity of the Regulations with the Revenue

District Office (RDO) having jurisdiction over the

last residence of the decedent. In case of a

non-resident decedent, with executor or

administrator in the Philippines, the return shall be

filed with the RDO where such executor/

administrator is registered or if not yet registered,

at the executor/ administrator‟s legal residence. In

case of a non-resident decedent with no executor

or administrator in the Philippines, the return shall

be filed with RDO No. 39- South Quezon City.

The duly accomplished and sworn ETAR,

and Acceptance Payment Form (APF) (BIR Form

No. 0621-EA), together with the complete

documents as enumerated in the ETAR, shall be

presented to the concerned RDO for endorsement

of the APF prior to the payment of the Estate

Amnesty Tax with the Authorized Agent Banks

(AABs) or Revenue Collection Officers (RCOs).

However, only duly endorsed APF shall be

presented to and received by the AAB or RCO.

After payment, the duly accomplished and

sworn ETAR and APF with proof of payment,

together with the complete documentary

requirements shall be immediately submitted to the

RDO in triplicate copies. Failure to submit the

same within the two (2)-year period from the

effectivity of the Regulations is tantamount to

non-availment of the Estate Tax Amnesty and any

payment made may be applied against the total

regular estate tax due inclusive of penalties.

In case the estate has properties which

were not declared in the previously filed return, the

legal heirs/executors/administrators can file an

ETAR or an amended ETAR, whichever is

applicable, and pay the Estate Tax Amnesty as

stated in Sec. 5 of the Regulations, without

penalties, based on the net taxable value of the

Net Undeclared Estate as defined in Sec. 4 (c) of

the Regulations within two (2) years from the

effectivity of the Regulations.

Undeclared properties, after the lapse of

the two-year period from the effectivity of the

Regulations, shall be subject to the applicable

Estate Tax rate prevailing at the time of death

including interest and penalties due thereon.

Properties included in the Estate Tax

Amnesty availment which are likewise subject of

taxable donation/sale shall be assessed of the

corresponding donor‟s/capital gains/or other

applicable taxes at the time of donation/sale in-

cluding penalties, if applicable.

The Certificate of Availment of the Estate

Tax Amnesty shall be issued by the concerned

RDO within fifteen (15) calendar days from the re-

ceipt of the application for Estate Tax Amnesty,

together with duly validated APF and complete

documentary requirements enumerated in BIR

Form No. 2118-EA.

Continuation...


One (1) electronic Certificate Authorizing

Registration (eCAR) shall be issued per real

property including the improvements, if any,

covered by Original Certificate of Title/Transfer

Certificate of Title/Condominium Certificate of Title

or Tax Declaration for untitled properties. For

personal properties included in the estate, a sepa-

rate eCAR shall be issued.

Concerned personnel who have been found

remiss in their responsibilities in ensuring compli-

ance with the policies and procedures prescribed in

the Regulations shall be imposed with the applica-

ble administrative sanctions as provided under ex-

isting policies.

Estates covered by Estate Tax Amnesty,

which have fully complied with all the conditions set

forth in the Regulations, including the payment of

estate tax amnesty, shall be immune from the pay-

ment of all estate taxes as well as any increments

and additions thereto, arising from the failure to pay

any and all estate taxes for taxable year 2017 and

prior years, and from all appurtenant civil, criminal

and administrative cases, and penalties under the

1997 Tax Code, as amended.

The availment of the Estate Tax Amnesty

herein provided and the issuance of the corre-

sponding APF do not imply any admission of crimi-

nal, civil or administrative liability on the part of the

availing estate.

REVENUE MEMORANDUM CIRCULAR

NO. 55-2019

Clarifies the meaning of "Business Style" which is

required in official receipts and invoices

The phrase “Business Style” refers to the

business name registered with the concerned

regulatory body used by the taxpayer other than its

registered name or company name.


NO. 56-2019

Clarifies the reckoning period for the payment of

Documentary Stamp Tax on original issue of shares

of stocks

New corporations shall file the DST

declaration/return (BIR Form No. 2000) on original

issue of shares of stocks and pay the tax due

within five (5) days after the close of the month of

the date of registration with the Securities and

Exchange Commission as shown in the Certificate

of Incorporation/Certificate of Recording/License to

Do Business in the Philippines. Hence, penalty for

late payment of DST declaration/return on original

issue of shares of stocks shall accrue if paid

beyond said due time.


NO. 57-2019

Clarifies certain issues on Tax Amnesty on

Delinquencies under Revenue Regulations

No. 4-2019, which implemented certain provisions

of Republic Act No. 11213 (Tax Amnesty Act)

All persons, whether natural or juridical,

with delinquent internal revenue tax liabilities

covering taxable year 2017 and prior years, on or

before April 24, 2019, may avail of Tax Amnesty

on Delinquencies within one year from the

effectivity of RR No. 4-2019, under any of the

following instances:

A. Delinquent accounts

-Delinquent Accounts, whether without or

with application for compromise settlement, either

on the basis of (a) doubtful validity of the

assessment or (b) financial incapacity of the

taxpayer, and the same was denied by or still

pending with the Regional Evaluation Board (REB

of the National Evaluation Board (NEB), as the

case may be;

Continuation...


B. With pending criminal cases with the DOJ/

Prosecutor‟s Office of the courts for tax evasion

and other criminal offenses under Chapter II of Title

IX and Section 275 of the Tax Code, as amended,

with or without assessments duly issued;

C. With final and executory judgment by the

courts; and

D. Withholding tax liabilities of withholding agents

arising from their failure to remit withheld taxes

(Section 3, RR No. 4-2019)

If the assessment notices pertain to

penalties only (i.e. without basic taxes assessed),

the taxpayer can avail of the tax amnesty if the

penalties pertain to taxable year 2017 and prior

years and the assessment notices have become

final and executory on or before April 24, 2019.

However, since the required tax amnesty amount is

based on the basic tax assessed, there shall be no

amount due for payment.

The tax liabilities which have become final

and executory on or before April 24, 2019 and cov-

ered by a compromise settlement application that

was subsequently denied by either the NEB or

REB during the one-year availment period can be

subject of the tax amnesty on delinquencies, pro-

vided the filing of the tax amnesty return together

with the complete documentary requirements shall

be made within the one-year availment period.

A total of nine (9) issues, including those

with specific scenarios are clarified in the Circular

in the form of questions and answers.

REVENUE MEMORANDUM ORDER

NO. 22-2019

Modifies the Alphanumeric Tax Code for

Percentage Taxes in BIR Form Nos. 2551M/2551Q

pursuant to the implementation of RA No. 10963

(TRAIN Act)

Continuation...

ATC Description Tax

Rate

PT010 Persons exempt from Value-Added tax (VAT)

under Sec.109(BB) (Sec. 116)

3%

PT040 Domestic carriers and keepers of garages (Sec.

117)

3%

PT041 International carriers (Sec. 118) 3%

PT060 Franchises on gas and water utilities (Sec. 119) 2%

PT070 Franchises on radio/television broadcasting

companies whose annual gross receipts do not

exceed P10 M (Sec. 119)

3%

PT105 PT101 PT102

PT103

PT104

Tax on banks and non-bank financial

intermediaries performing quasi-banking

functions

A. On interest, commissions and discounts from

lending activities as well as income from

financial leasing, on the basis of remaining

maturities of instruments from which such

receipts are derived

i. Maturity period is five (5) years or less

ii. Maturity period is more than five (5) years

B. On dividends and equity shares and net income

of subsidiaries

C. On royalties, rentals of property, real or

personal, profits from exchange and all other

gross income

D. On net trading gains within the taxable year on

foreign currency, debt securities, derivatives

and other financial Instruments

5%

1%

0%

7%

7%

PT113 PT114

PT115

Tax on other non-bank financial intermediaries

not performing quasi-banking functions

A. On interest, commissions and discounts from

lending activities as well as income from

financial leasing, on the basis of remaining

maturities, of instruments from which such

receipts are derived

i. Maturity period is five (5) years or less

ii. Maturity period is more than five (5) years

B. From all other items treated as gross income

under the code

5%

1%

5%

PT120 Life insurance premium 5%

PT130

PT132

Agents of foreign insurance companies

A. Insurance agents

B. Owners of property obtaining insurance

directly with foreign insurance companies

10%

5%


REVENUE MEMORANDUM ORDER

NO. 23-2019

Prescribes the policies, guidelines and

procedures in the processing of applications for

Tax Amnesty on Delinquencies pursuant to RA No.

11213 (Tax Amnesty Act)

The Accounts Receivable Monitoring

Division in the National Office shall provide the

list of Accounts Receivables/Delinquent

Accounts (ARs/DAs with details and updated

status) to the concerned Revenue District

Offices (RDOs)/Large Taxpayers Divisions

(LTDs)/Large Taxpayer Collection Enforcement

Division (LTCED)/Regional Collection Divisions

(RCDs) of Revenue Region (RR) Nos. 5, 6, 7,

and 8 as basis for the issuance of the required

Certificate of Tax Delinquencies/Tax Liabilities

(CTD) to the taxpayer. For RR Nos. 1-4 and 9-

19, the RCDs shall likewise provide the RDOs

under their respective jurisdiction the list of ARs/

DAs with complete details of assessments, as

supplemental basis for the issuance of the

required CTD to the taxpayer.

The CTD shall be issued by the following

concerned offices within five (5) days from

receipt of the request/application:

In case of tax liabilities not indicated in

the issued CTD but known to the taxpayer as

delinquent accounts, an amended CTD may

be issued upon request of the taxpayer

provided that a copy of the Final Assessment

Notice (FAN)/FLD/Final Decision on Disputed

Assessment (FDDA), together with a “Sworn

Declaration of No Protest Filed/Withdrawal of

Protest” is submitted. The submitted FAN/

FLD/FDDA shall be validated by the issuing

office before an amended CTD is issued.

Nature of Tax Liabilities

Large Taxpayer Non-Large Taxpayer

Delinquent tax cases, including withholding tax liabilities of withholding agents arising from failure to remit withheld taxes and those with pending or denied application for compromise settlement.

Large Taxpayers Division (Cebu or Davao)/LTCED)

Regional Collection Division - For taxpayer- applicants under the jurisdiction of RR Nos. 5, 6, 7 and 8 (Caloocan, Manila, Quezon City and Makati, respectively); RDO where the taxpayer- applicant is registered - For other taxpayer- applicants including RDO No. 36 (Puerto Princesa).

Nature of Tax Liabilities

Large Taxpayer Non-Large Taxpayer

Tax cases subject of final and executory judgement by the courts

Litigation or Prosecution Division of the National Office which handled the case

Legal Division of the

Regional Office - For

taxpayer-applicants

under the jurisdiction

of RR Nos. 5, 6, 7 and 8

(Caloocan, Manila,

Quezon City and

Makati, respectively);


Regional Office or

Litigation/Prosecution

Division in the National

Office which handled

the case - For taxpayer-

applicants under the

jurisdiction of Revenue

Regions other than the

RRs mentioned under

Tax liabilities covered by a pending criminal cases filed with the Department of Justice (DOJ)/

Prosecutor’s Office/Courts

Prosecution Division of the National Office

Legal Division - For

taxpayer-applicants

under the jurisdiction

of RR Nos. 5, 6, 7 and 8

(Caloocan, Manila,

Quezon City and

Makati, respectively);


Regional Office or

Prosecution Division in

the National Office

which handled the case

- For taxpayer-

applicants under the

jurisdiction of Revenue

Regions other than the

RRs mentioned

under (a) hereof.


For tax liabilities pertaining to failure to remit

withheld taxes, where no FAN/FDDA is issued,

the Preliminary Assessment Notice/Notice for

Informal Conference or equivalent document

shall be presented.

Issuance of CTD is subject to the

payment of certification fee of One Hundred

Pesos (₱100.00) and Documentary Stamp Tax

of Thirty Pesos (₱30.00).

The endorsement and approval of the

Acceptance Payment Form (APF) by the

RDOs/LTDs/LTCED shall be made within the

day of presentation of the complete and duly

accomplished documentary requirements,

provided that the same is presented before the

daily cut-off time of 12:00 noon. Otherwise, the

endorsement and approval shall be made on

the next working day.

Only duly endorsed APF shall be

received for payment of the tax amnesty

amount by the Authorized Agent Banks (AABs)

or the Revenue Collection Officers. The AAB

branches where the tax amnesty payments of

large taxpayers shall be made are specified in

the Order.

All applications for Tax Amnesty on

Delinquencies shall be filed in triplicate copies

with the RDO/LTD-Cebu or Davao where the

taxpayer is registered, and shall be received

only if the required documents specified in the

Order are complete. In the case of large

taxpayers (excise and regular), the same shall

be received by the LTCED in the National

Office.

The Authority to Cancel Assessment

(ATCA) of cases covered by FAN/FLD/FDDA,

which have become final and executory, shall

be prepared by the concerned RCDs within five

(5) days from receipt of the Weekly Report on

Received Tax Amnesty Returns (TARs),

together with the triplicate copies of TARs with

complete attachments, from the RDOs, in the

case of non-large taxpayer.

The ATCA to be issued to large taxpayer

shall be prepared within five (5) days from

receipt of the TAR with complete documentary

requirements by the LTDs/LTCED, whichever

has jurisdiction.

No ATCA shall be issued for cases

covered by pending criminal case/s with the

DOJ/Prosecutor‟s Office or the court/s if the

tax liabilities are not covered by FAN/FLD/

FDDA. ATCA shall be issued per taxable year

regardless of the number of tax types involved

and shall be approved by the Regional

Director for non-large taxpayers or the

Assistant Commissioner-Large Taxpayers

Service (ACIR-LTS), for large taxpayers.

Notice of Issuance of ATCA shall be

issued per taxpayer by the LTDs/LTCED/

RCDs based on the prescribed format in the

Order after the ATCA has been approved.

Lifting orders on the issued Warrant of

Distraint and/or Levy (WDL), Warrants of

Garnishment (WG), Notice of Tax Lien (NTLs),

Notice of Tax Levy (NOLs), Notice of

Encumbrance (NOEs) shall be prepared and

issued based on the approved ATCA,

provided the tax liabilities covered by these

warrants and notices are included in the

taxpayer‟s availment of the Tax Amnesty.

In case not all outstanding delinquent

accounts are included, the issued WDL, WGs,

NTLs, NOLs, and NOEs shall be amended to

reflect the remaining tax liabilities after

deducting the tax liabilities which have been

covered by the TAR.

In case there are tax liabilities covered

by TAR which will require the issuance of

Electronic Certificate Authorizing Registration

(eCAR) for the purpose of transfer of property

ownership, the eCAR shall be prepared in

accordance with existing policies after the

issuance of the ATCA. The docket pertaining

to the assessment of the deficiency tax shall

be used as reference in its preparation.

Data Entry Module for the use of the

RDOs/LTDs/LTCED, through their respective

Collection Section or Collection Monitoring

Section of LTCED, to capture data of received

TARs shall be developed and deployed by the

Systems Development Division within ten (10)

days from the effectivity of the Order.

All reports on filed TARs shall be

submitted on a weekly basis not later than

Tuesday to cover all TARs received from...

Continuation...


Monday to Friday of each week, using the pre-

scribed format in the Order to the respective

RCDs for non-large taxpayers or the Office of

the ACIR-LTS, for large taxpayers, copy fur-

nished the Office of the Assistant Commission-

er for Enforcement and Advocacy Service, if

the report includes cases subject of pending

criminal complaints filed with DOJ/Prosecutor‟s

Office or the Courts and those subject of final

and executory judgment by the courts.

Consolidated reports on filed TARs

shall be reported by the Revenue Regions

through their respective RCDs and ACIR-LTS

to the Office of the ACIR, Collection Service,

copy furnished the Post Evaluation and Moni-

toring Group per Revenue Special Order

(RSO) No. 240-2019 in the National Office not

later than the tenth (10th) day following the

close of the month, using the prescribed format

in the Order.

The Steering Committee under the Bu-

reau‟s Implementing Rules and Regulations

Committee in the National Office pursuant to

RSO No. 240-2019 shall be responsible for the

submission of the report on the Tax Amnesty

on Delinquencies to the Congressional Over-

sight Committee within six (6) months after the

one (1) year availment period of the Tax Am-

nesty on Delinquencies. Any other report after

the six (6) months reportorial period shall be

prepared and submitted by the Collection Ser-

vice herein constituted as the repository office

of all data related to Tax Amnesty on Delin-

quencies.

Concerned personnel who have been

found remiss in their responsibilities in ensur-

ing compliance with the prescribed policies and

procedures in the Order shall be imposed with

the applicable administrative sanctions as pro-

vided under existing policies.

SEC MEMORANDUM CIRCULAR NO. 10

SERIES OF 2019

RULES ON MATERIAL RELATED PARTY

TRANSACTIONS FOR PUBLICLY-LISTED COMPANIES

To promote good corporate governance

and the protection of minority investors, the

Commission, pursuant to its regulatory power

under Section 179(d) of the Revised Corporation

Code of the Philippines (Republic Act no. 11232)

resolved to issue the Rules on Material Related

Party Transactions for Publicly-Listed Companies

attached to this Memorandum Circular.

Rules on Material Related Party Transactions

The Rules on Material Related Party

Transactions recognizes that transactions

between and among related parties may create

financial, commercial and economic benefits to

individual institutions and to the entire group

where said institutions belong. In this regard,

related party transactions (RPTs) are generally

allowed provided, that when RPTs„amount to ten

percent (10%) or higher of a company‟s total

assets, it shall be considered as material related

party transactions subject to these Rules.

The Rules focuses and regulates only

material RPTs or RPTs amounting to ten percent

(10%) or higher of a company‟s total assets.

Compliance to these Rules shall be mandatory for

ALL publicly-listed companies (PLCs).

Disclosure Reportorial Requirements

1. All existing publicly-listed companies shall be

required to submit to the Commission a policy on

material related party transactions in accordance

with these Rules within six (6) months from the

effectivity of the Material RPT Rules. Companies

listed after the effectivity of these Rules shall be

required to submit their Material RPT Policy in

accordance with these Rules within...

Continuation...


...six (6) months from listing date. The policy shall

be signed by the company‟s Chairman of the

Board and Compliance Officer.

2. The Material RPT Policy with accessible link

shall be posted on the company‟s website within

five days (5) from submission to the Commission.

3. The Advisement Report on Material RPTs

(Annex A of the Rules) shall be filed within three

(3) calendar days after the execution date of the

transaction. The Advisement Report shall be

signed by the reporting PLC‟s Corporate Secretary

or authorized representative.

4 A summary of material related party

transactions entered into during the reporting year

shall be disclosed in the company‟s Integrated

Annual Corporate Governance Report (I-ACGR)

submitted annually every May 30.

Imposable Penalties

A. Non/late filing of or incomplete/incorrect

signature in the Material Related Party

Transaction Policy

The monthly penalty will continue to accrue until

the Material RPT Policy is submitted to the SEC.

B. Non/Late Filing of or Incomplete/Incorrect

Advisement Report

Continued non-payment of the assessed

fine and/or failure to comply with the requirement

within a period of fifteen (15) days after notice

and hearing, shall be a sufficient ground for the

Commission to take other appropriate action or

remedies available under Section 158 of the

Revised Corporation Code of the Philippines.

Further, the commission of a fourth

offense for the same violation is a ground for the

suspension/revocation of the erring company‟s

registration or secondary license, which shall be

made after notice and hearing, in accordance

with the abovementioned procedures.

This is without prejudice to administrative

penalties that may be imposed by the

Commission pursuant to the provisions of the

Revised Corporation Code of the Philippines,

Securities Regulation Code and other related

laws.

C. Abusive Material Related Party Transactions

Pursuant to Sections 26 and 27 of the

Revised Corporation Code, an interested director

or officer of a corporation shall be disqualified

from being a director, trustee or officer of any

other corporation on the basis of a final judgment

rendered by a court of competent jurisdiction

against the interested director or officer for

abusive material RPTs. The disqualification shall

be for a period of at least one (1) year or more,

as may be determined by the Commission.

The imposition of the foregoing penalties

shall be without prejudice to any other

administrative penalties that may be imposed by

the Commission, and/or civil or criminal

penalties, as may be provided by the Revised

Corporation Code of the Philippines, Securities

Regulation Code, and other related laws.

Continuation...

Basic Penalty 10,000.00

Monthly Penalty 1,000.00

Violation Non/Late Filing of Advisement Report

Incomplete / Incorrect

Advisement Report

FIRST OFFENSE Reprimand Reprimand

SECOND OFFENSE —

BASIC PENALTY

30,000.00 10,000.00

SECOND OFFENSE —

DAILY PENALTY

200.00 200.00

THIRD OFFENSE—

BASIC PENALTY

40,000.00 20,000.00

THIRD OFFENSE—

DAILY PENALTY

400.00 400.00


NOTICE

PROCESSING OF OPC APPLICATIONS

The Securities and Exchange

Commission will start accepting applications for

registration of One Person Corporation (OPC) on

May 6, 2019.

For the guidance of applicants, the

requirements and sample forms are in SEC

Memorandum Circular No. 7, Series of 2019, or

the Guidelines on the Establishment of a One

Person Corporation (OPC) which may be

downloaded from the SEC website at

http://www.sec.gov.ph/wp-content/

uploads/2019/05/2019MCNo07.pdf. A list of the

requirements, along with the application

procedure, is also attached herewith.

Initially, applications for registration of

OPC shall be filed manually with the Company

Registration & Monitoring Department (CRMD),

Ground Floor, Secretariat Building, Philippine

International Convention Center (PICC), Roxas

Boulevard, Pasay City.

NOTICE

MANDATORY DISCLOSURE FORMS

Please take notice that the Commission will

be coming out with clarifications/amendments to

SEC Memorandum Circular No. 15, Series of 2018

(“NPO Guidelines”). The said clarifications/

amendments aim, among others, to address your

concerns and queries as raised during the

seminars regarding said Circular. You are advised

to wait for the release of said clarifications/

amendments for your guidance in accomplishing

the Mandatory Disclosure Form. Said clarifications/

amendments will be released prior to the deadline

for submission of the Mandatory Disclosure Form

on 31 July 2019.

Further, only one (1) copy of your duly filled

-out Mandatory Disclosure Form should be

submitted.

The Mandatory Disclosure Forms are to be

submitted to the Enforcement and Investor

Protection Department (EIPD) at the Ground Floor,

North Wing Hall, Secretariat Bldg., PICC Com-

plex, Pasay City or to the nearest SEC Exten-

sion Office.

NOTICE

UNFAIR DEBT COLLECTION

The Commission hereby requests

comments on the attached draft Memorandum

Circular on Unfair Debt Collection.

Please submit duly signed written

comments on the exposure draft to the

Corporate Governance and Finance Department

of this Commission within fifteen (15) days from

the date hereof, by way of any of the following:

All interested parties are requested to

use the attached Comments Table in submitting

comments and proposed revisions.

Issued on 20 May 2019.

Letter Corporate Governance and Finance Department Ground Floor, North Wing Hall, Secretariat Bldg. PICC Complex, Vicente Sotto St. 1307

Email [email protected]

Fax No. (02) 818-5990


LLAMES, GEMDEXTER A.

Tax Specialist

This bulletin is a compilation of relevant issuances, rulings and memoranda from various government agencies to

enhance the technical skills of the professional staff of Paguio, Dumayas and Associates, CPAs and is not intended to

replace the original issuances of the related government agencies.

PAGUIO, FLOYD C.

Managing Partner

[email protected]

[email protected]

MELCHOR, AILEEN P.

Senior Tax Specialist

[email protected]

ASADON, KEN JOHN B.

Tax Supervisor

Unit 3207 Cityland Pasong Tamo Condominium, Pasong Tamo St., Barangay Pio del Pilar, Makati City

Contact us at: 950-9853/950-9854

We are a team of Certified Public Accountants, who aim to be the

accounting firm of choice for business entities in terms of:

Audit and Assurance

Taxation

Business Process Outsourcing

Management Consultancy

[email protected]

MAHAWAN, GERRY B.

Tax Specialist

[email protected]

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