Tax Free Exchanges
Tax-free exchanges refer to those instances defined in the Tax Code of 1997 that are not subject to Income Tax under relevant provisions of the same Code.
In general, there are two kinds of tax-free exchange: (1) transfer to a controlled corporation; and, (2) merger or consolidation.
In the first instance, no gain or loss shall be recognized if property is transferred to a corporation by a person in exchange for stock or unit of participation in such corporation of which as a result of such exchange said person, alone or together with others, not exceeding four persons, gains control of said corporation.
In the second instance, no gain or loss shall be recognized if in pursuance of a plan of merger or consolidation --- (a) a corporation, which is a party to a merger or consolidation, exchanges property solely for stock in a corporation, which is a party to the merger or consolidation; or, (b) a shareholder exchanges stock in a corporation, which is a party to the merger or consolidation, solely for the stock of another corporation also a party to the merger or consolidation; or, (c) a security holder of a corporation, which is a party to the merger or consolidation, exchanges his securities in such corporation, solely for stock or securities in another corporation, a party to the merger or consolidation.
In certain cases where there are clear guidelines, the Assistant Commissioner for Legal Service shall issue a certification-ruling under BIR Form No. 2325. Otherwise, the Deputy Commissioner for Legal and Inspection Group shall issue the necessary long-form ruling.

What this is For:

BIR Form No. 1927 Application and Joint Certification (Not available online)

BIR Form No. 2325 - Certification

How to File:

MGB Form 29-11 (Series of 2000)

Department of Environment and Natural Resources

MINES AND GEOSCIENCES BUREAU

Mineral Economics, Information & Publications Division

North Avenue, Diliman, Quezon City

MONTHLY REPORT ON PRODUCTION, SALES AND INVENTORY OF QUARRY RESOURCES (EXCEPT SAND & GRAVEL) & SMALL SCALE NON-METALLIC

REPORT PERIOD: MONTH ________ YEAR ______

INSTRUCTIONS:

1. This form must be accomplished in duplicate

2. Submit the original copy to MGB Central Office through the Mineral Economics, Information & Publications Division (MEIPD) , copy furnished the Concerned Region

within 15 working days after the end of each calendar month.

3. Submission of this report is in compliance with SECTION 270, CHAPTER XXIX, OF DENR AO 96-40 or the implementing rules and regulations of REPUBLIC ACT NO. 7942.

4. Information to be supplied by the reporting Contractor/Operator/Permit Holder should cover the period from the first day to the last day of the report month.

5. This report form must be accomplished by Contractors/Operators/Permit Holder of Mineral Agreements, FTAAs or Mineral Processing Permits producing non-metallic minerals.

6. Fill-up production portion of this form on a per quarry resource produced.

7. For any non-metallic minerals not included in the list, please fill up the form and specify the mineral.

8. Do not leave any of the requirements unanswered. If a requirement does not apply, write NA (Not Applicable). If the question is applicable but you have no answer, write NONE.

9. This document should be signed by the resident manager or equivalent position thereof.

10. This report should be duly notarized.

11. Use additional sheet if necessary

12. For any comments, suggestions or clarifications regarding this form please consult your nearest MGB Regional Office in your area

DEFINITION OF TERMS:

Contractor/Operator is composed of one Head Office and one or more Quarry Sites

Quarry Site refers to the location where mineral extraction takes place (Barangay, Municipality, Province)

Capacity refers to the capacity of the mill or processing facility used by the permittee/operator expressed in Metric Ton Per Day (MTPD).

Rated Capacity refers to the maximum fixed output of a mill or processing facility expressed in Metric Tons Per Day (MTPD). It is also the measure of the theoretical amount of material that can be

handled/recovered in any given time by the mill.

Actual Capacity refers to the attained capacity of the mill or processing facility in Metric Tons Per Day (MTPD). It also refers to the constant amount of material that can be recovered/handled

in a given actual time per day

Number of days in operation refers to the total number of days the company is in operation during the reporting period

Grade Analysis refers to the grade composition of the most important components of the mineral.

Production quantity refers to the total volume of mineral extracted during the reporting period expressed in Metric Ton (MT).

Production value r efers to the total value or gross output of mineral extracted during the reporting period as defined in Chapter 1, Section 5 of the Revised IRR of the Phil. Mining Act of 1995. (under the term "Gross Output")

Estimated extraction fee payable refers to an estimate of the total extraction fee to be paid by the permittee covering the production during the reporting period and based on the prevailing extraction fee rate in the

province/city.

Sales quantity refers to the total volume of mineral sold during the reporting period expressed in Metric Tons (MT).

Sales value refers to the total value of mineral sold during the reporting period. This value includes all costs of production, taxes invoiced to purchasers, transport & trade mark-up.

Estimated excise tax payable refers to an extimate of the total excise tax on minerals to be paid by the permittee to the Bureau of Internal Revenue (BIR) covering the production during the reporting period and

based on the rate prescribed by Section 217 (b) of the Revised IRR of the Mining Act of 1995.

Page 1 of 3

MGB Form 29-11 (Series of 2000)

COVERAGE OF NON-METALLIC MINERALS

1.

2.

3.

4.

Asbestos

Barite

Bauxite

Bentonite

5.

6.

7.

8.

White clay or Kaolin

Dolomite

Feldspar

Gypsum

9. Magnesite

10. Mica

11. Limestone

12. Shale Clay

13. Silica Quartz

14. Silica Sand

15. Bull Quartz

16. Talc

17. Precious and Semi-Precious Stone

18. Pebbles

19. Others (pls. Specify) ___________

PROCESSED MINERAL PRODUCTS (Figures will not be included in totals)

1. Hydrated Lime or Slaked Lime

2. Quicklime

3. Processed Marble

4. Cement

I. ADMINISTRATIVE DATA

NAME OF CONTRACTOR/OPERATOR - If name of person, please write surname first

REPORT MONTH/YEAR

TAX IDENTIFICATION NO. (TIN)

OFFICE ADDRESS

TELEPHONE NO.

FAX. NO.

PROJECT NAME:

E-MAIL ADDRESS (if any)

DATE OF 1st OPERATION (if new)

CONTRACT NO(s)

MERIDIONAL BLOCK(s)

SITE ADDRESS: (State Barangay, Municipality, Province)

II. PRODUCTION DATA (Use additional sheet if necessary)

MINERAL PRODUCT : (Specify)

MILL CAPACITY

PRODUCTION

Quantity (M.T.)**

Value (P)

Rated

Actual

GRADE ANALYSIS

NO. OF DAYS

IN OPERATION

Content

Component

Content

Monthly Inventory

Component

Quantity (M.T.)

Value (P)

Reasons for increase or decrease in production this month compared to the previous month: (pls. check appropriate answer below and use additional sheet if necessary)

Increase was due to:

Decrease was due to:

1. Increased price of 1. Lesser operating days

the mineral being

produced

2.c Force Majeure (pls. specify)_______________________________

1.a Equipment breakdown (pls. specify)__________________________________________________

2.d Environmental Problems (pls. specify)______________________

1.b Unfavorable weather condition (state duration or other information)________________________

2.e Gov't preventive actions such as CDO (pls. specify)___________

2. Increased demand

1.c Collapse/slide in working areas (state area) )___________________________________________

2.f Financial Problems (pls. specify) ___________________________

3. Expansion

1.d Labor or other strikes (state duration)________________________________________________

3. Others (pls. Specify) ______________________________________________

4. More operating days 2. Suspension due to

5. Others (pls specify)

________________________

2.a Low price of the mineral commodity produced

2.b Market Problems (pls. specify)_____________________________________________________

Page 2 of 3

ESTIMATED EXTRACTION

FEE PAYABLE

MGB Form 29-11 (Series of 2000)

III. SALES/MARKETING DATA (Use additional sheet if necessary)

_____Export

CONSIGNEE/BUYER/ADDRESS

_____Local Sales

COUNTRY OF

MARKETING CONTRACT/

NAME OF

DESTINATION

SALES AGREEMENT NO.

VESSEL

AVERAGE GRADE

Content

Unit of Measure

VALUE

QUANTITY

(MT)**

PESO

ESTIMATED EXCISE

DOLLAR

TAX PAYABLE

Name

Address

Name

Address

TOTAL

**Use bags for cement and cubic meters for marble

IV. EMPLOYMENT DATA

Report the number of persons engaged in work at the head office and quarry site during this month

TYPE OF EMPLOYEES

HEAD OFFICE

MALE

FEMALE

MALE

1. MANAGERIAL

2. PRODUCTION

3. ADMINISTRATIVE

4. OTHERS

PREPARED BY:

OFFICIAL DESIGNATION

QUARRY SITE

TOTAL

FEMALE

MALE

FEMALE

ADDRESS

(Signature over printed name)

IV. CERTIFICATION

I hereby certify that all information in this report are complete, true and correct to the best of my knowledge and belief.

SIGNATURE OF REPORTING OFFICIAL

OFFICIAL POSITION

DATE

REPUBLIC OF THE PHILIPPINES)

) S.S.

)

Subscribed and sworn to before me this ______ day of ______________, 20 ___ , the affiant exhibiting his/her Community Tax Certificate No. ____________, issued at _______________,

on the ____________ day of __________________ 20______.

DOC NO.

PAGE NO

BOOK NO.

SERIES OF

NOTARY PUBLIC

My Commission Expires on Dec. 31, 20___

PTR No. _________

Page 3 of 3



Other Documentary Requirements:

REVENUE MEMORANDUM CIRCULAR NO. 39-2001SUBJECT : Further Delegation of Authority to the Assistant Commissioner of Internal Revenue, Legal Service to Sign Rulings with Established PrecedentsTO : All Internal Revenue Officers and Others Concerned______________________________________________________________________________________In order to expedite actions on certain cases and documents with established precedents and pursuant to Section 7 of the National Internal Revenue Code of 1997, the Assistant Commissioner, Legal Service, is hereby authorized to sign rulings and actions that are clearly covered by precedent rulings and guidelines as well as pertinent issuances on the subject, as follows:1. Tax-deferred exchanges of property for shares under Section 40(C)(2) of the Tax Code of 1997 under appropriate guidelines;2. Transfer of property by a pre-need corporation to a trustee in accordance with SEC guidelines on the establishment of trusts by pre-need companies;3. Tax consequence of exchanges of properties made in order to correct clear mistakes relating to ownership of subdivision lots;4. Joint ventures for real estate development where no cash advance or other payments are made to any co-venturer;5. Exemption or taxability of gains from sale or transfer of shares of stock in domestic corporations by non-resident foreign corporations pursuant to applicable provisions of the tax treaties to which the Philippines is a signatory;6. Taxability or exemption of income of a resident of a foreign country from independent personal services by virtue of a tax treaty;7. Embassy requests, either for itself or on behalf of its employees, for tax exemption;8. Tax exemption of income derived by foreign governments from their investments in the Philippines pursuant to Section 32(B)(7)(a)(1) of the Tax Code of 1997; and9. Tax exemption of interest and/or dividend income of such foreign government institutions as are specified in the tax treaties to which the Philippines is a signatory or in exchanges of letter between the government of the Republic of the Philippines and the foreign government.For this purpose, the documentary requirements that will have to be complied with and submitted at the time of filing the request for ruling shall be those listed in Annex 'A', which is made an integral part hereof.It is provided, however, that if the taxpayer believes that the ruling issued is erroneous or that the request remains unacted after the lapse of a reasonable period of time, he/it may appeal his/its case to the Deputy Commissioner, Legal and Inspection Group.The Commissioner or the Deputy Commissioner for Legal and Inspection Group may, motu proprio, reverse, modify or alter any such ruling issued by the Assistant Commissioner, Legal Service, at any time after its issuance if he determines the same not to be in accordance with the established precedent rulings or pertinent tax laws and revenue issuances, but after due notice to the taxpayer and in accordance with Section 246 of the Tax Code of 1997, without prejudice, however, to administrative sanctions relative to such actions.This Circular shall take effect immediately upon approval.

(Original Signed)REN G. BAEZCommissioner