Tax brief

April 2020

Punongbayan & Araullo (P&A) is the Philippine member firm of Grant Thornton International Ltd.
BIR ISSUANCES and BOC ISSUANCES
RR No. 05-2020 Extension on the availment period for the Tax Amnesty on Delinquencies

RMO No. 6-2020 New VAT ATC for lending investors, dealer in securities, or pre-need companies

RR Nos. 06-2020, Tax exemptions of importations of healthcare equipment and supplies

RMO No. 10-2020 and
CAO No. 07-2020

RR No. 07-2020, Tax filing and payment guidelines during the enhanced community quarantine
RMC Nos. 25-34,
series of 2020,
Bank Bulletin No.
2020-03 and
Tax Advisory
dated March 30, 2020

RMC Nos. 19-22, New daily minimum wage rates in BARMM, Regions VII, III and XII
s of 2020

RMC No. 24-2020 Transitory procedures in complying with administrative requirements for excise tax heated tobacco
products and vapor products

SEC CIRCULARS
SEC Memorandum Extended filing deadline for filing of Annual Reports and/or Audited Financial Statements
Circular 5 s 2020

SEC Memorandum Guidelines for remote communication and voting in absentia pursuant to the RCC
Circular 6 s 2020

SEC Memorandum Preventive measures against Covid-19 in handling records at the SEC
Circular 7 s 2020
SEC Memorandum Guidelines for the filing of GIS during the Covid-19 outbreak and ECQ
Circular 9 s 2020

SEC Memorandum Guidelines on submission by electronic mail of AFS, GIS, and other required forms and documents, and
Circular 10 s 2020 recognition of electronic signature

SEC Memorandum Guidelines for submission or filing of securities deposit during the Covid-19 outbreak and ECQ
Circular 11 s 2020

CTA DECISIONS
CTA EB Crim. No. 051 Prior year GIS cannot be presumed to apply to succeeding years

CTA Case No. 9048 RMC 31-2013 shall not be applied retrospectively
 BIR Issuances and BOC Issuances
Extension on the availment period for To avail of the exemption on importation of
the Tax Amnesty on Delinquencies materials necessary for the production of
such healthcare equipment and supplies, the
(Revenue Regulations Nos. 05-2020, March manufacturer/importer must be included in
23, 2020) the Master List of the Department of Trade
> BIR Issuances and Industry and other incentive granting
The rules and regulations implementing the bodies.
and BOC Tax Amnesty on Delinquencies was
amended to provide that period of The covered health equipment and supplies
Issuances availment may be extended if the include, but not limited to the following:
circumstances warrant such as in case of
> SEC Circulars country-wide economic or health reason/s. a. Personal Protective Equipment such as
gloves, gowns, masks, goggles, face shields,
> CTA Decisions surgical equipment and supplies;
Tax exemptions of importations of
healthcare equipment and supplies b. Laboratory equipment and its reagents;
c. Medical equipment and devices;
d. Support and maintenance for laboratory
(Revenue Regulations Nos. 06-2020, Reve-
and medical equipment;
nue Memorandum Order No. 10-2020, and
e. Surgical equipment and supplies;
Customs Administrative Order No. 07-2020,
f. Medical supplies, tools, and consumables
March 30, 2020)
such as alcohol, sanitizers, tissue, ther-
mometers, hand soap, detergent, sodium
The importations of healthcare equipment
hydrochloride, cleaning materials, povidone
and supplies, including materials necessary
iodine, common medicines (e.g. paracetamol
to produce such equipment and supplies
tablets and suspension, mefenamic acid,
shall be entitled to the following exemptions:
vitamins tablet, and suspension, hyoscine
tablet and suspension, oral rehydration
1. Exemption from value added tax, excise tax
solution, and cetirizine tablet and
and other fees on importation;
suspension);
2. Exemption from the Authority to Release
g. COVID-19 testing kits; and
Imported Goods (ATRIG) requirement; and
h. Others as may be identified by the
3. Exemption from donor’s tax if the imported
Department of Health and other relevant
articles are donated to or for the use of the
government agencies.
National Government, any of its political
subdivision, or any entity created by any
The exemptions shall be in force only during
of its agencies which is not conducted for
the 3-month effectivity of RA No. 11469
profit.
(Bayanihan to Heal as One Act), unless
extended or withdrawn by the Congress or
ended by Presidential Proclamation.

Tax brief – April 2020 3

 BIR Issuances and BOC Issuances
Tax filing and payment guidelines during the enhanced community quarantine period

(Revenue Regulations No. 07-2020 and Revenue Memorandum Circular Nos. 25-34, series of 2020 and Bank Bulletin 2020-03)

The following are the extended deadlines of the tax filings and payments and other BIR submissions falling due within the enhanced community quarantine (ECQ) period:
> BIR Issuances BIR Forms/ Returns and Other Submissions Extended Deadlines
EFPS Filers Non-EFPS Filers
and BOC
BIR Form 2550M (Monthly Value Added Tax Declaration) for the month of February 2020- staggered e-filing based on group classifica- April 21 - 27, 2020 (e-Filing) April 20, 2020
Issuances tion April 27, 2020 (e-Payment

BIR Form 1600WP (Monthly Remittance of Percentage Tax on Winnings/Prizes by Race Track Operators) for the month of February 2020 April 20, 2020 April 20, 2020
> SEC Circulars
BIR Form 2550Q (Quarterly Value Added Tax Return) for the quarter ended February 29, 2020 April 27, 2020 April 27, 2020
> CTA Decisions Quarterly Summary Lists of Sales/ Purchases for the quarter ended February 29, 2020 April 30, 2020 April 27, 2020
Sworn Statement of Manufacturer’s or Importer’s Volume of Sales of each Particular Brand of Alcohol, Tobacco products & Sweetened April 27, 2020 April 27, 2020
Beverages for the quarter ended February 29, 2020
Computerized Books of Accounts (CAS) and other accounting records in electronic format for FY ending February 29, 2020 April 30, 2020 April 30, 2020
Attachments to e-filed Annual Income Tax Return (Financial Statements and copies of BIR Form 2307) for fiscal year ended November April 30, 2020
30, 2019
Inventory List for fiscal year ended February 29, 2020 April 30, 2020 April 30, 2020
BIR Form 1702Q (Quarterly Income Tax Return) for the quarter ended January 31, 2020 April 30, 2020 April 30, 2020
BIR Form 1604CF (Annual Information Return of Income Taxes Withheld on Compensation and Final Withholding Taxes (including April 30, 2020 April 30, 2020
alphalist of employees/ payees) for the year 2019
BIR Form 1604E (Annual Information Return of Creditable Income Taxes Withheld) (together with the alphalist of payees) for the year April 30, 2020 April 30, 2020
2019
BIR Form 2316 of employees qualified for substituted filing for the year 2019 April 30, 2020 April 30, 2020
Certificate of Residence for Tax Treaty Relief (CORTT) Forms for final withholding taxes on dividend, interest, and royalties remitted April 30, 2020 April 30, 2020
starting March 10, 2020
BIR Form 2000 and 2000-OT (Documentary Stamp Tax) for the month of March 2020 May 5, 2020 May 5, 2020
Monthly eSales report for taxpayers using Cash Register Machine (CRM)/ Point-of-Sale Machine (POS) for the month of March 2020 May 8, 2020 (TIN ending in May 8, 2020 (TIN ending in
even numbers) even numbers)
May 11, 2020 (TIN ending in May 11, 2020 (TIN ending in
odd numbers) odd numbers)
BIR Form 1600 (Monthly Remittance Return of VAT/Percentage Taxes Withheld), together with Alphalist for the month of March 2020 May 11, 2020 May 11, 2020
BIR Form 1606 (Withholding Tax Remittance Return For Onerous Transfer of Real Property Other than Capital Asset (Including Taxable May 11, 2020 May 11, 2020
and Exempt) for the month of March 2020
BIR Form 2200-M (Excise Tax Return for Mineral Products) for the month of March 2020 May 11, 2020 May 11, 2020

Tax brief – April 2020 4

 BIR Issuances and BOC Issuances
BIR Form 1601C (Monthly Remittance Return of Income Taxes Withheld on Compensation) for the month of March 2020 – staggered May 11- 15, 2020 (e-Filing) May 11, 2020
e-filing based on group classification May 15, 2020 (e-Payment)
BIR Form 1700, 1701/1701A, 1702RT/MX/EX (Annual Income Tax Return), together with required attachments May 15, 2020 May 15, 2020
Required attachments to e-filed annual ITR for the year ended December 31, 2019 June 1, 2020 June 1, 2020
Quarterly Summary List of Machines (CRM-POS) sold by Machine Distributors/Dealers/Vendors/Suppliers for quarter ending March 31, May 15, 2020 May 15, 2020
> BIR Issuances 2020

and BOC Bound Loose Leaf Book of Accounts for the fiscal year ending March 31, 2020 30 days from due date May 15, 2020 May 15, 2020
List of Medical Practitioners for the quarter ending March 31, 2020 May 15, 2020 May 15, 2020
Issuances ONETT Transactions (BIR Form No. 1706, 1707, 1800, 1801 and 1606) (for those whose deadlines fall within the emergency period starting 30 days from due date 30 days from due date
March 16, 2020)
> SEC Circulars Letters, correspondences and other documents due for submission to BIR that fall due on dates within the quarantine period (Response 30 days from the date of lifting 30 days from the date of
to NIC/PAN, Protest Letter to FAN/FLD, Request for Reconsideration on FDDA, 60-day submission on Request for Re-investigation, Other of period of emergency lifting of period of
> CTA Decisions similar letters/correspondences with due dates) emergency
VAT Refund application for Quarter ending March 31, 2018 April 30, 2020 April 30, 2020
*counting of the 90-day processing period for VAT refund currently being evaluated and for those that may be received from March 16
April 14, 2020 is suspended
Running of statute of limitations in the assessment and collection of deficiency taxes 60 days after the lifting of the 60 days after the lifting of
order of state of emergency the order of state of
emergency
All other filing/ submission which due dates fall within the period of emergency starting March 16, 2020 30 days from due date 30 days from due date

1. For EFPS filers filing within the extended deadlines, disregard the penalties automatically computed under EFPS and pay only the basic tax due.
2. Filing and payment beyond the extended deadlines shall be subject to applicable penalties computed from the extended deadline until actually paid.
3. No payment returns shall be filed through either EFPS or eBIRForms facility only.
4. Payment options for those who shall file manually or thru eBIRForms Facility:
- Over-the-counter (OTC) payment through AABs;
- Revenue Collections Officers (RCOs) in areas with no AABs;
- Electronic/ online payment:
a. Land Bank of the Philippines (LBP) Link.biz Portal- for those with ATM account with LBP and/or holders of Bancnet ATM/ Debit/ Prepaid Card
b. Pesonet Facility- for depositosr of RCBC and Robinsons Bank
c. Development Bank of the Philippines (DBP) Pay Tax Online- for those with VISA/ MasterCard Credit Cards and/or Bancnet ATM/ Debit Card
d. Union Bank Online Web and Mobile Facility- for those with Union Bank account
e. Mobile Payment (GCash/ Paymaya)
5. All tax payments shall be accepted by AABs even out-of-district returns. For annual income tax returns, out-district-returns shall also be accepted by any Revenue Collection
Officer (RCO) under the Revenue District Office.
6. Combinations of checks and/or cash and checks for a single tax liability shall be accepted by AABs.
7. Only three copies of the returns and attachments shall be stamped received. For corporations and other juridical persons, additional two copies of AFS will be
stamped received.

Tax brief – April 2020 5

 BIR Issuances and BOC Issuances
8. In case of EFPS downtime based on BIR Advisory, EFPS filers may manually file and pay with AABs even out-of-district returns.
9. Tax payments of taxpayers who are already within the premises of AABs by the close of banking hours shall be accepted.

Note: In view of the extended ECQ, there is an additional 15-day extension on the deadline for filing and payment of tax returns and other BIR submissions which
were previously extended and 30-day extension for those returns/submission falling due during the extension of ECQ pursuant to RR 10-2020.
> BIR Issuances
and BOC 30 days from due date
Issuances
> SEC Circulars
> CTA Decisions

Tax brief – April 2020 6

 BIR Issuances and BOC Issuances
New daily minimum wage rates in Class B (Cities not Non-agriculture: Php Province of Aurora Non-agriculture: Php
BARMM, Regions VII, III and XII covered under Class A) 366/ day 369/ day
Agriculture: Php 361/ Agriculture:
(Revenue Memorandum Circular Nos. 19-22, day Php 354/day
series of 2020, March 4, 2020) Establishments with (Plantation)
less than 10 workers: Php 342/day
> BIR Issuances Php 361/day (non-plantation)
The new minimum wage rates in the
Retail: Php 304/day
and BOC following regions have been circularized, as Class C (Municipalities Non-agriculture: Php
follows: not covered under 356/ day
Issuances Class A) Agriculture: Php 351/ D. SOCCSKARGEN (Region XII) (Wage Order
day No. RB-XII-21)
A. Bangsamoro Autonomous Region in
> SEC Circulars Muslim Mindanao (Wage Order No.
Establishments with
less than 10 workers: Area New Daily Minimum
> CTA Decisions BARMM-01) Php 351/day Non-agriculture Php 326/ day
Area New Daily Minimum Effective May 1, 2020:
C. Central Luzon (Region III) (Wage Order Php 336/day
Provinces of Non-agriculture: Php
Maguindanao, Lanao 300/ day No. RBIII-22) Agriculture, Retail, Php 305/ day
Del Sur, Basilan, Sulu, Agriculture: Php 290/ Area New Daily Minimum Service Establishment Effective May 1, 2020:
Tawi-tawi and the day Php 315/day
cities of Marawi and Provinces of Bataan, Non-agriculture:
Lamitan Bulacan, Nueva Ecija, Php 420/ day
Pampanga, Tarlac, (employers with more
Cotabato City and the Non-agriculture: Php Zambales than 10 workers)
63 Barangays in North 325/ day Php 413/day
Cotabato Agriculture: Php 300/ (employers with less
day than 10 workers)
Agriculture:
Php 390/day
B. Central Visayas (Region VII) (Wage Order (Plantation)
No. ROVII-DW-02) Php 374/day
Area New Daily Minimum (Non-plantation)
Retail:
Class A (Cities of Non-agriculture: Php Php 409/day
Carcar, Cebu, Danao, 404/ day (employers with more
Lapulapu, Mandaue, Agriculture: Php 394/ than 10 workers)
Naga, Talisay; day Php 395/day
Municipalities of Establishments with (employers with less
Compostela, less than 10 workers: than 10 workers)
Consolacion, Cordova, Php 394/day
Liloan, Minglanilla, San
Fernando, or
Expanded Metro Cebu)

Tax brief – April 2020 7

 BIR Issuances
Transitory procedures in complying E. Request for Internal Revenue Strip Stamps
with administrative requirements for pursuant to Revenue Regulations (RR) No.
excise tax on heated tobacco products 3-2006 dated January 3, 2006 to include
and vapor products Heated Tobacco Products and Vapor
Products which are identified under Tobacco
> BIR Issuances (Revenue Memorandum Circular No. 24- Products. Internal Revenue Strip Stamps’
2020, March 06, 2020) shall be requisitioned from the BIR and shall
and BOC be firmly affixed on the said products before
Under Republic Act No. 11346, heated its removal from place of production or Cus-
Issuances tobacco products and vapor products are toms’ custody in case of importation;
now subject to excise tax under the category
> SEC Circulars of tobacco products. F. Register New and Existing Brands of
Tobacco Products;
> CTA Decisions
The following administrative requirements
should be complied with by the affected G. Fill up the prescribed Excise Taxpayer’s
taxpayers: Removal Declaration (EI-RD) for all removals
of Heated Tobacco Products and Vapor
A. Amend the Registration with Bureau of Products, in case of Manufacturer; and
Internal Revenue (BIR) to include tax type
“EXCISE TAX”; H. Maintain Official Registry Books (ORBs)
and such other forms or records that may be
B. Secure a Permit to Engage in business as prescribed by this Bureau.
Manufacturer, Importer, or Dealer/
Trader of Heated Tobacco Products and
Vapor Products with Excise LT Regulatory
Division (ELTRD);

C. Assign an Assessment Number to be

provided by ELTRD;

D. Secure of a Permit to Import and an

Authority to Release Imported Goods
(ATRIGs), in case of Importation with ELTRD
and pay the Excise Tax with BIR using BIR
Form No. 2200-T - Excise Tax Return for
Tobacco Products and use the corresponding
Alphanumeric Tax Codes (ATC);

Tax brief – April 2020 8

 SEC Circulars
Extended filing deadline for filing of Guidelines for remote communication • If a director or trustee intends to
Annual Reports and/or Audited and voting in absentia of directors/ participate in a meeting through remote
Financial Statements trustees and stockholders/members communication, he/she shall notify in
advance the Presiding Officer and the
(SEC Memorandum Circular No. 5 s. 2020, (SEC Memorandum Circular No. 6 s 2020, Corporate Secretary of his/her intention.
> BIR Issuances March 12, 2020) March 12, 2020) The Corporate Secretary shall note such
fact in the Minutes of the meeting.
and BOC Companies with domestic operations only In accordance with the RCC, the SEC However, the directors or trustees still
may file their annual reports (SEC Form 17-A) provided the following guidelines in cannot attend or vote by proxy at board
Issuances and/or annual financial statements with the formulating corporation’s internal meetings.
Securities and Exchange Commission (SEC) procedures and bylaws which will allow their
> SEC Circulars directors, trustees, stockholders, members • A director or trustee who participates
for the period ended December 31, 2019 until
June 30, 2020. For companies with domestic and other persons to participate and vote through remote communication, shall be
> CTA Decisions deemed present for the purpose of
and foreign operations, the filing period is in meetings in absentia or through remote
extended until June 30, 2020 or 60 days from modes of communication: attaining quorum
date of lifting of travel restrictions by
concerned government authorities, A. Board Meetings of Directors and Trustees • Corporations may issue their own
whichever comes later. internal procedures for the conduct of
• Directors or trustees who cannot physically board meetings through remote
Publicly-listed companies should submit a attend or vote at board meetings can communication or other alternative modes
written request to the SEC through the participate and vote through remote of communication to address
Markets and Securities Regulation communication. Any mode of communication administrative, technical and logistical
Department for an extension of time not which will allow them reasonable issues.
later than 5 days before the filing deadline. opportunities to participate can be used.
Further, these companies must also submit to This includes videoconferencing and • The directors or trustee participating in
the SEC an indicative date to convene the teleconferencing. the meeting via remote communication
Annual Stockholders’ Meeting. may cast his vote through electronic mail,
• The Corporate Secretary shall send the messaging service or such other manner
The filing period for the quarterly reports notice of the meeting to all directors or as may be provided in the internal
(SEC Form 17-Q) of publicly listed companies trustees in accordance with the manner procedures. The vote shall be sent to the
and registered issuers of securities for 2020 of giving notice through electronic mail, Presiding Officer and the Corporate
will accordingly adjust. messaging service or such other manner as Secretary for notation.
may be provided in the bylaws or by board
The extension of filing of Annual Reports resolution.
and/or Audited Financial Statements also
applies to companies with fiscal year ending
November 30, 2019.

Tax brief – April 2020 9

 SEC Circulars
• The following responsibilities shall likewise B. Board Meetings of Directors and Trustees • For election of directors, trustees and
be assumed by the Corporate Secretary: officers of corporations vested with public
• When so provided in the by-laws or by interest, stockholders and members may
a. ensure that suitable equipment and majority of the Board of Directors, vote through remote communication or in
facilities are available for the conduct of stockholders or members who cannot absentia, notwithstanding the absence of a
> BIR Issuances meeting by remote communication (i.e., physically attend at stockholders’ or provision in the bylaws of such corporations.
reliable internet connection, high members’ meetings may participate in such
and BOC bandwidth availability capable of meetings through remote communications or • For the convenience of their stockholders
supporting numerous simultaneous other alternative modes of communication. and members, corporations shall issue their
Issuances connections, etc.); own internal procedures embodying the
• The stockholder/member who intends to mechanisms for participation in meetings
> SEC Circulars b. ensure that the attendees are able to participate remotely shall notify in advance and voting through remote communication
hear and see the other participants clearly the Presiding Officer and the Corporate or in absentia.
> CTA Decisions during the course of the meeting and that Secretary of his/her intention. The Corporate
attendees should be able to communicate Secretary shall note such fact in the minutes
and understood by the other party; of the meeting.

c. ensure that the visual and audio • A stockholder or member who participates
recordings of the meeting are secured; through remote communication or in
d. ensure that the visual and audio absentia shall be deemed present for
recordings of the election/meeting are purposes of quorum
current and on-going and that there is no
stoppage or interruption. Should an • The right to vote of stockholders or
interruption or stoppage occur, the members may be exercised in person,
recording shall restart from the point through a proxy, or when so authorized in
where it was stopped or interrupted with the by-laws or by a resolution of the majority
proper statement of points in time; of the board of directors, through remote
communication or in absentia.
e. ensure to safe-keep and perpetuate in
updated data storage equipment or • In case the right to vote through remote
facility the visual and audio recordings; communication or in absentia was
and, authorized only by a resolution of the
majority of the board of directors, such shall
f. require those who attended the meeting only be applicable for a particular meeting.
through remote communication, to sign
the minutes of the meeting whenever the
act of signing is practicable, on a
reasonable time after the meeting.

Tax brief – April 2020 10

 SEC Circulars
Preventive measures against Covid-19 • Filing/submission of reports and other their reports/documents through ordinary
in handling records at the SEC documents can be done through either the mail or private courier duly accompanied
SEC Express Nationwide Submission (SENS) by an affidavit of service, if registry
(SEC Memorandum Circular No. 7 s 2020, or Philippine Postal Corporation or through service is not available in their official
March 16, 2020) ordinary mail shall be subject to the place of business.
> BIR Issuances following requirements:
To prevent the spread of COVID-19, the 2. For return copy, client shall enclose a
and BOC following measures are being implemented SEC Express Nationwide Submission (SENS) self- addressed envelope with sufficient
in SEC’s Electronic Records Management amount of stamp/postage.
Issuances Division, ICTD (ERMD-ICTD): 1. Client accomplishes and signs the SEC
Express Nationwide Submission (checklist 3. The reports/documents submitted to
> SEC Circulars • Request and retrieval of SEC documents, with undertaking, available in the SENS the SEC through registered mail shall be
both plain and/or authenticated, shall be website). considered filed on the date of mailing
> CTA Decisions as shown by the post office stamp on the
done through the SEC Express System using
the following options: 2. Client attaches the checklist and the envelope or the registry receipt. Reports/
undertaking to the documents to be documents submitted though ordinary
1. Online application. The public may submitted. mail or private courier shall be considered
request for SEC documents through a filed on the date of actual receipt there-
user-friendly, web-based interface that 3. Client proceeds to the courier of his/her of by the SEC. Validation of forms and
includes online payment and courier choice and may or may not avail of the contents of reports/documents submitted
delivery of the requested document/s return copy. Request for return copy may shall be done by SEC Operating Depart-
nationwide. The client may log on at www. be subject to the availability of service ment requiring the report.
secexpress.com. offer by the courier.
• All filings at the Head Office and Satellite
2. Call center facility. The public may 4. Courier delivers the documents to the Offices shall be temporarily suspended
call Hotline Number (02) 8-737-8888 for SEC Office. until further notice.
request, mode of payment and courier
delivery of requested document/s 5. SEC Receiving Officer shall stamp the
nationwide. documents and “Received”, put his initial
on the documents and distribute copies of
The existing Appointment System and Public documents to the SEC department
Kiosk (ODRS) will be temporarily suspended concerned.
to avoid face to face contact with the SEC
Frontline Employees and the transacting Philippine Postal Corporation or through
public. ordinary mail

1. Clients may file their reports/documents

through Registered Mail with return card
issued by the Philippine Postal
Corporation provided, that clients may file

Tax brief – April 2020 11

 SEC Circulars
Guidelines for the filing of GIS during later than 60 days from the scheduled date.
the Covid-19 outbreak and ECQ
The non-holding of election initially reported
(SEC Memorandum Circular No. 9 s 2020, as due to health and safety reasons may
March 18, 2020) nevertheless be considered as a
> BIR Issuances non-holding of election due to other causes
The following guidelines shall be observed in if, upon application of a stockholder,
and BOC the filing of General Information Sheet (GIS) member, director, or trustee, it has been
during ECQ: verified that the non-holding of election is
Issuances not related to the COVID-19 disease. Further,
1. Election of directors, trustees and officers - if it is likewise found that the non-holding of
> SEC Circulars the General Information Sheet (GIS) shall be election is unjustified, the SEC shall issue
submitted within 30 days from actual meet- an order directing the issuance of a notice
> CTA Decisions stating the time and place of an election.
ing through mail, private courier, or email at
mlmliwanag@sec.gov.ph, mdtmabuyo@sec.
gov.ph, or cmdnotice@sec.gov.ph. The report on non-holding of annual
meeting shall be submitted to cmdnotice@
2. Election of directors, trustees and officers sec.gov.ph and shall contain the
originally scheduled between 01 March 2020 corporate name, SEC registration number,
and 31 May 2020 was not held due to health date of annual meeting per by-laws, date of
and safety reasons and the corporation actual meeting, reason for the
has no facilities for remote communication - non-holding of meeting, venue of the in-
Report to the SEC through a notice within 30 tended meeting; and dated signature of the
days from the original meeting date either Corporate Secretary.
through mail courier or by email, accompa-
nied by a statement specifying a new date The results of the election of directors, trust-
for election which is within 60 days from the ees, or officers subsequent to the
originally scheduled date. report of non-holding of elections and which
the payment of income tax which is the is held outside the covered period, shall be
subject of the claim for refund. Thus, the reported to the SEC through the submission
request for refund was denied. of a GIS within 30 days from the date of
actual meeting when the
3. Non-holding of annual meeting of election election was held.
of directors, trustees, or officers due to
reasons other than those mentioned above,
as well as the non-holding of election origi-
nally scheduled outside the covered period –
Report to the SEC within 30 days from the
date of the scheduled election, and specify
the new date for election which shall not be

Tax brief – April 2020 12

 SEC Circulars
Guidelines on submission by electronic or electronic document or any methodology c. the full name, corporate address, and mo-
mail of AFS, GIS, other required forms or procedures employed or adopted by a bile number of the authorized representative
and documents, and recognition of person and executed or adopted by such making the submission.
electronic signature person with the intention of authenticating
or approving an electronic data message The sender should request for a Return
> BIR Issuances (SEC Memorandum Circular No. 10 s 2020, or electronic document. Electronic images Receipt and a Delivery Status Notification to
March 20, 2020) of wet or physical signatures of authorized ensure that the email has been sent and has
and BOC and appropriate representatives affixed to also been received by the SEC.
The following documents may be filed the documents covered by this circular and
Issuances through electronic mail during the state of submitted to the SEC shall be recognized. 6. Submission of physical copies of required
public health emergency where the country reportorial submissions shall be required
> SEC Circulars 3. The submitted documents should be sent by SEC according to established rules and
has been placed under enhanced
community quarantine: as Multipurpose Internet Mail Extensions regulations once the state of public health
> CTA Decisions (MIME) attachments to an email from a valid emergency has been lifted.
1. General Information Sheet; company email account or address of an
2. Audited Financial Statements; and, authorized representative. For purposes hereof, the SEC shall set and
3. All other General and Special Forms and announce a specific date for submission of
Letters. 4. The documents covered by this the duly notarized hard copies of the
Circular which are required to be executed documents submitted through electronic
During the state of public health and submitted under oath may be mail after the state of public health
emergency, the SEC will accept electronic submitted nonnotarized. However, the emergency is lifted.
copies of the documents enumerated in person(s) whose signature appears in the
Section I, submitted through electronic mail documents submitted shall be held
to the email addresses to be specified by accountable under the appropriate
the SEC; provided, that all of the following provisions of the Revised Corporation Code.
required specifications are complied with:
The body of the email should contain:
1. The submitted documents should be in
portable document format (PDF), preferably a. a statement declaring the authenticity of
with Text Layer. the submitted documents;

2. The submitted documents should contain b. a commitment to submit physical versions

an electronic signature as defined in Section of the exact same submitted documents to
5(e) of Republic Act (R.A.) No. 8792, Elec- the SEC once the state of public health
tronic Commerce Act of 2000, which states emergency is lifted; and,
that “Electronic Signature” refers to any
distinctive mark, characteristic and/or sound
in electronic form, representing the identity
of a person and attached to or logically
associated with the electronic data message

Tax brief – April 2020 13

 SEC Circulars
Extension on the submission or filing of
securities deposit during the Covid-19
outbreak and ECQ

(SEC Memorandum Circular No. 11 s 2020,

> BIR Issuances March 26, 2020)

and BOC Branch offices of foreign corporations duly

licensed to do business in the Philippines
Issuances required to file its initial securities deposit
within 60 days after the issuance of its SEC
> SEC Circulars license and those who are required to
> CTA Decisions deposit additional securities, falling due
during the effectivity of the Enhanced
Community Quarantine, shall be given thirty
(30) days from the lifting of said Enhanced
Community Quarantine, to file the initial
securities deposit or deposit additional
securities.

Securities deposit that matured during the

effectivity of the Enhanced Community
Quarantine shall likewise be given thirty (30)
days from the lifting of Enhanced
Community Quarantine to file an application
for substitution of securities.

Tax brief – April 2020 14

 CTA Decisions
Prior year GIS cannot be presumed to the alleged failure to settle the 2010 In the herein case, the ADB Filipino employee
apply to succeeding years deficiency internal revenue tax liabilities applied for refund of income taxes paid for
occurred. Assuming that any unamended taxable years 2012 and 2013 citing that the
(People of the Philippines vs Marina C. GIS from a certain year is still applicable to BIR failed to recognize the tax-exempt status
Babasa & Pedro C. Carandang, CTA EB Crim. the succeeding years cannot be construed of ADB employees granted by the ADB
> BIR Issuances No. 051 re CTA Crim. Case No. 0-654, March as evidence since this is just pure assumption charter. Furthermore, the employee
02, 2020) with no underlying basis. questioned the retroactive application of
and BOC RMC 31-2013 by the RTC of Mandaluyong.
The Securities and Exchange Commission Taxability of Filipino citizens employed
Issuances (SEC) requires a corporation to submit its by ADB under RMC 31-2013 cannot be The CTA opined that it cannot rely on the
General Information Sheet (GIS) within applied retrospectively decision of the RTC of Mandaluyong. To
> SEC Circulars 30 days from the date of actual annual retroactively apply RMC 31-13 (i.e., require
stockholders’ or members meeting. The GIS (Lennie de Sagun, et. al vs Commissioner of Filipino ADB officers and employees to pay
> CTA Decisions income tax using the graduated rates on
provides information on incorporators, Internal Revenue, CTA Case No. 9048, March
stockholders, directors, trustees, officers, 11, 2020) their 2012 compensation) would be
beneficial owners, and external auditor, prejudicial to the Filipino ADB officers and
among other information. The Asian Development Bank (ADB), under employees as they may be issued deficiency
its charter agreement with the Government income tax assessments for compensation
In the herein case, the respondents- of the Republic of the Philippines, is granted which at the time of payment was declared
taxpayers appeared as President and exemption from taxation. This includes ex- tax-exempt by the BIR. Consequently, the
Treasurer of Portland Chemicals Corporation emption from withholding tax responsibility retroactive application of RMC 31-13 will
based on the submitted GIS in 2011. There on the salaries paid to its employees. In 2013, violate Section 246 of the NIRC.
was no update on the said 2011 GIS in the the BIR issued RMC 31-2013 clarifying that
following years. With this, the BIR argues the tax exemptions enjoyed by the The Court finds that salary of employees
that the respondents-taxpayers are to be employees of ADB are only limited to who are Philippine nationals or citizens
held criminally liable for willfully and non-Filipino citizens. However, the BIR should only be subjected to income tax
unlawfully refusing to pay the deficiency previously issued several contradictory prospectively from the date RMC 31-2013 was
taxes assessed on Portland Chemicals rulings on the taxability of the salaries and issued.
Corporation for taxable year 2010 in the emoluments received by ADB officers and
year 2014. employees who are Philippine nationals or
citizens causing confusion among them prior
The Court of Tax Appeals (CTA) upheld the to finally settling the issue in RMC 31-13 on 12
dismissal of the case against respondents April 2013
for failure to establish probable cause. It
explained that respondents-taxpayers were
the President and Treasurer of the
corporation during the taxable year 2011
based on the presented GIS. However, there
was no evidence presented to support that
they still hold the position in 2014, or when

Tax brief – April 2020 15

 Highlight on P&A Grant Thornton services
Tax review
For clients that want to do business in the Philippines, we assist in
> BIR Issuance determining the appropriate and tax-efficient operating business
> BIR Ruling
or investment vehicle and structure to address the objectives of
the investor, as well as related incorporation issues. We help set up
> SEC Opinion
the business and register it with concerned government regulatory
> CTA Decision agencies, such as the Securities and Exchange Commission,
> Highlight on the Bureau of Internal Revenue, the Local Government Unit, the
P&A Grant Social Security System and the Bangko Sentral ng Pilipinas. We
Thornton also assist in notifying and/or securing necessary approvals
services
from government regulatory agencies when there are changes
in business activities, business status, or tax-type registration.

If you would like to know more about our services

Atty. Renato Balisacan, JR

Manager, Tax Advisory and Compliance
T +63 2 988 2288 ext. 534
M +63 908 784 76 95
E jr.balisacan@ph.gt.com

16
Tax brief is a regular publication of Punongbayan & Araullo
(P&A) that aims to keep its clientele, as well as the general
public, informed of various developments in taxation and
other related matters. This publication is not intended to be
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We welcome your suggestions and feedback so that the Tax

brief may be made even more useful to you. Please get in
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Lina Figueroa
Principal, Tax Advisory and Compliance Division
T +63 2 988 2288 ext. 520
E Lina.Figueroa@ph.gt.com

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