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CHECKLIST OF MANDATORY REQUIREMENTS UNDER RMO 32-01 (dated

November 28, 2001)


TRANSFER OF PROPERTY TO A CONTROLLED CORPORATION/PARTNERSHIP

SUBMITTED /

X NOT SUBMITTED / N/A NOT APPLICABLE

1. Original Copy of BIR Form 1927: Application and Joint


Certification
2. Proof of payment of Certification Fee ( BIR Form No. 0605 )
3. Proof of Payment of Additional Fee for TCT/CCT/Certificate of
Stock in excess of ten (10)
4. Covering letter from the taxpayer which must be executed
in accordance with the guidelines set forth under Revenue
Memorandum Order (RMO) No. 9-2014.
5. Duplicate original/ certified true copy of Deed of
Transfer/Assignment/Exchange which must state that the
parties to the exchange shall undertake to comply with the
provisions of Revenue Regulations No. 18-01;
6. a. Original certified true copy of Articles of Incorporation or
Partnership
with
SEC
of
the
transferor
corporation/partnership;
b. Original certified true copy of By-Laws of the transferor
corporation/partnership
7. a. Original certified true copy of Articles of Incorporation or
Partnership
with
SEC
of
the
transferee
corporation/partnership;
b. Original certified true copy of By-Laws of the transferee
corporation/partnership
8. a. Original certified true copies of the Transfer Certificates
of Title to the properties to be transferred pursuant to the taxfree exchange, as certified by the appropriate Registrar of Deeds;
b. Original certified true copies of the Condominium
Certificates of Title to the properties to be transferred pursuant
to the tax-free exchange, as certified by the appropriate Registrar
of Deeds;
c. Original certified true copies of the Certificates of Stock
to the properties to be transferred pursuant to the tax-free
exchange, as certified by the appropriate Corporate Secretary;
9. a. Original certified true copies of the latest Tax Declaration
of the properties to be transferred pursuant to the tax-free
exchange, as certified by the appropriate local government unit's
Assessor.
It is understood that any improvement is separately declared and
therefore, covered by a Tax Declaration distinct from the Tax
Declaration on the land.
b. Original copy of Certification of No-improvement
issued by the Assessor's Office for lot only
10. If the tax declaration was issued three (3) or more years prior
CHECKLIST OF MANDATORY REQUIREMENTS UNDER RMO 32-01 (dated
November 28, 2001)
TRANSFER OF PROPERTY TO A CONTROLLED CORPORATION/PARTNERSHIP

to the exchange transaction, the Transferor shall include in the


original certification by the local government unit's Assessor
that such declaration is the latest tax declaration covering the real
property;
11. Original copy of certification of the fair market value or
zonal value of the real property involved in the exchange. The
zonal value shall be certified, as a general rule, by the Chief, Asset
Valuation Division at the 10th Floor, BIR National Office. However,
the Revenue District Officer or the Revenue Regional Director can
also issue the certification whenever access to the latest schedule
of zonal values is electronically available to them.
12. Original copy of the sworn certification by the individual
transferor or in the case of a juridical person, by the Chief
Financial Officer or his equivalent as to the basis of the property to
be transferred.
The original or adjusted basis, as the case may be, of each real
property/share of stock/or other property transferred must be
itemized in the certification, instead of a single lump sum in order
to enable the Registrar of Deeds or the corporate secretary, as the
case may be, to annotate the substituted basis on the reverse side
of the Transfer/Condominium Certificate of Title to the real
property involved or of the Certificate of Stock, and in order to
facilitate the determination of gain or loss from a subsequent
disposition of real properties/shares of stock and other properties
received in the exchange.
13. Original copy of the sworn statement of the amount and
nature of any liabilities assumed upon the exchange, and the
amount and nature of any liabilities to which any of the properties
acquired in the exchange is subject. The proper officer to issue the
statement shall be the Chief Financial Officer or his equivalent and
confirmed by the President or the Chief Executive Officer or
Country Chairman or their equivalent;
14.
Original certified true copy of the Audited Financial
Statements of Transferor-corporation, as of the transaction
date.
15. a. If the application is to be signed and submitted not by the
taxpayer himself, but only by his authorized representative, the
appropriate special power of attorney shall be submitted with the
application for a certification-ruling.
b. In the case of a juridical person, the corporate secretary shall
issue a sworn statement that the signing officer (i.e., at the very
least, the Chief Financial Officer) has been authorized by the Board
of Directors to represent the company and has personal knowledge
of the facts of the exchange transaction.
16. Proof of payment of DST on the original issuance of shares in
exchange for the property and all related documents subject to DST
upon execution
CHECKLIST OF MANDATORY REQUIREMENTS UNDER RMO 32-01 (dated
November 28, 2001)
TRANSFER OF PROPERTY TO A CONTROLLED CORPORATION/PARTNERSHIP

17. In connection with Increase in Authorized Capital Stock


a.
b.
c.
c.
d.
e.

Certificate of Increase in Capital Stock


Treasurer's Affidavit
Corporate Secretary's List of Stockholder
Waiver of Pre-emptive Rights
Director's Certificate on the amendment of Articles of Incorporation
Amended Articles of Incorporation of Transferee

18. If transferred property are shares of stock


a. Certified true copy Audited Financial Statement of the issuing
corporation nearest to date of transfer
b. Certification from Corporate Secretary of true ownership of
shares and total outstanding number of shares issued by issuing
corporation
19. Other related documents
a. Proof of original / historical cost or basis (Such as Deed of Sale, Deed of
Donation, CAR)
b. Sworn statement of cancellation of mortgage or encumbrance, if
applicable
c. Proof of filing of cancellation of mortgage or encumbrance filed with the
RD, if applicable
d. SEC filed General Information Sheet (GIS) of the Transferee corporation
nearest to date of transaction

Note: Items No. 1 to 16 are the documentary requirements contained in


RMO 32-01; however, depending on the nature of transaction connected with
the Sec 40 (C)(2) transaction, other related documents may be requested e.g.
resulting increase in authorized capital stock....

CHECKLIST OF MANDATORY REQUIREMENTS UNDER RMO 32-01 (dated


November 28, 2001)
TRANSFER OF PROPERTY TO A CONTROLLED CORPORATION/PARTNERSHIP