Merger/Consolidation

What this is For:

Merger/Consolidation

How to File:

(To be filled up by the BIR)

DLN:

PSIC:

BIR Form No.

Monthly Percentage

Tax Return

Republika ng Pilipinas

Kagawaran ng Pananalapi

Kawanihan ng Rentas Internas

2551M

September 2005 (ENCS)

Fill in all applicable spaces. Mark all appropriate boxes with an “X”.

1

2

For the

Calendar

Fiscal

3 For the month

Year ended

(MM/YYYY)

4

Amended Return

(MM/YYYY)

Part I

Yes

Background

5 Number of sheets attached

No

Information

6

TIN

9

Occupation

Taxpayer's Name (For Individual)Last Name, First Name, Middle Name/(For Non-individual) Registered Name

7 RDO Code

8 Line of Business/

10

11 Registered Address

12

13 Are you availing of tax relief under Special Law

or International Tax Treaty?

Yes

Part II

No

Telephone Number

Zip Code

If yes, specify

Computation of Tax

Taxable Transaction/

Industry Classification

ATC

Taxable Amount

Tax Rate

Tax Due

14A

14B

14C

14D

14E

15A

15B

15C

15D

15E

16A

16B

16C

16D

16E

17A

17B

17C

17D

17E

18A

18B

18C

18D

18E

19 Total Tax Due

20

Less: Tax Credits/Payments

19

20A

Creditable Percentage Tax Withheld Per BIR Form No. 2307 (See Schedule 1)

20A

20B

Tax Paid in Return Previously Filed, if this is an Amended Return

20B

Total Tax Credits/Payments (Sum of Items 20A & 20B)

21

22 Tax Payable (Overpayment) (Item 19 less Item 21)

Add: Penalties

Surcharge

23

23A

23B

21

22

Interest

Compromise

23C

23D

24 Total Amount Payable/(Overpayment) (Sum of Items 22 and 23D)

24

If overpayment, mark one box only:

To be Refunded

To be issued a Tax Credit Certificate

I declare, under the penalties of perjury, that this return has been made in good faith, verified by me, and to the best of my knowledge, and belief,

is true and correct, pursuant to the provisions of the National Internal Revenue Code, as amended, and the regulations issued under authority thereof.

25

26

President/Vice President/Principal Officer/Accredited Tax Agent/

Authorized Representative/Taxpayer

(Signature Over Printed Name)

Title/Position of Signatory

TIN of Signatory

Tax Agent Acc. No./Atty's Roll No.(if applicable)

Part III

Particulars

Treasurer/Assistant Treasurer

(Signature Over Printed Name)

Date of Issuance

Title/Position of Signatory

Date of Expiry

TIN of Signatory

Details of Payment

Drawee Bank/

Agency

Number

MM

Date

DD

YYYY

Amount

27B

27C

27D

28 Check 28A

28B

28C

28D

29 Tax Debit

29A

29B

29C

30B

30C

30D

27 Cash/Bank 27A

Debit Memo

Memo

30 Others 30A

Machine Validation/Revenue Official Receipt Details (If not filed with an Authorized Agent Bank)

Stamp of

Receiving Office/AAB

and Date of Receipt

(RO's Signature/

Bank Teller's Initial)

BIR FORM 2551M (ENCS)-PAGE 2

Tax Withheld Claimed as Tax Credit

Schedule 1

Period Covered

Name of Withholding Agent

Income Payments

Tax Withheld

Applied

Total (To Item 20A)

ATC

PT 010

Percentage Tax On:

ALPHANUMERIC TAX CODE (ATC)

Tax Rate

ATC

Persons exempt from VAT under Sec. 109v (Sec. 116)

PT 040

Domestic carriers and keepers of garages

PT 041

International Carriers

PT 060

Franchises on gas and water utilities

PT 070

Franchises on radio/TV broadcasting companies whose

annual gross receipts do not exceed P 10 M

Tax on banks and non-bank financial intermediaries performing quasi

banking functions

1) 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

PT 105

Maturity period is five (5) years or less

PT 101

Maturity period is more than five (5) years

PT 102

2) On dividends and equity shares and net income of

subsidiaries

3%

3%

3%

2%

PT 103 3)

PT 104 4)

Percentage Tax On:

Tax Rate

On royalties, rentals of property, real or personal, profits

from exchange and all other gross income

On net trading gains within the taxable year on foreign currency,

debt securities, derivatives, and other financial instruments

7%

7%

Tax on Other Non-Bank Financial Intermediaries not performing quasi-banking functions

3%

5%

1%

0%

1)

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

PT 113

Maturity period is five (5) years or less

PT 114

Maturity period is more than five (5) years

PT 115 2) From all other items treated as gross income under the code

PT 120 Life Insurance premium

Agents of Foreign Insurance Companies

PT 130

a) Insurance Agents

PT 132

b) Owners of property obtaining insurance directly

with foreign insurance companies

BIR Form No. 2551M Percentage Tax Return

Guidelines and Instructions

5%

1%

5%

5%

10%

5%

Who Shall File

1.

2.

3.

4.

5.

6.

7.

8.

This return shall be filed in triplicate by the following:

Persons whose gross annual sales and/or receipts do not exceed P1,500,000

and who are not VAT-registered persons.

Domestic carriers and keepers of garages, except owners of bancas and

owners of animal-drawn two wheeled vehicle.

Operators of international air and shipping carriers doing business in the

Philippines.

Franchise grantees of gas or water utilities.

Franchise

grantees of radio

and/or

television

broadcasting

companies whose gross annual receipts of the preceding year do not exceed

Ten Million Pesos (P10,000,000.00) and did not opt to register as VAT

taxpayers.

Banks, non-bank financial intermediaries and finance companies.

Life insurance companies.

Agents of foreign insurance companies.

"Gross receipts" means all amounts received by the prime or principal

contractor, undiminished by any amount paid to any subcontractor under a

subcontract arrangement.

Penalties

1.

2.

When and Where to File

The return shall be filed not later than the 20th day following the end of each

month. Any person retiring from a business subject to percentage taxes shall

notify the nearest Revenue District Office, file his return and pay the tax due

thereon within twenty (20) days after closing his business.

The return shall be filed with any Authorized Agent Bank (AAB) within the

territorial jurisdiction of the Revenue District Office where the taxpayer is

required to register/conducting business. In places where there are no AABs, the

return shall be filed with the Revenue Collection Officer or duly Authorized City

or Municipal Treasurer within the Revenue District Office where the taxpayer is

required to register/conducting business.

A taxpayer may, at his option, file a separate return for the head office and

for each branch or place of business or a consolidated return for the head office

and all the branches except in the case of large taxpayers where only one

consolidated return is required.

3.

4.

There shall be imposed and collected as part of the tax:

A surcharge of twenty five percent (25%) for each of the following

violations:

a.

Failure to file any return and pay the amount of tax or installment due

on or before the due date;

b.

Unless otherwise authorized by the Commissioner, filing a return with

a person or office other than those with whom it is required to be filed;

c.

Failure to pay the full or part of the amount of tax shown on the return,

or the full amount of tax due for which no return is required to be filed

on or before the due date;

d.

Failure to pay the deficiency tax within the time prescribed for its

payment in the notice of assessment.

A surcharge of fifty percent (50%) of the tax or of the deficiency tax, in case

any payment has been made on the basis of such return before the discovery

of the falsity or fraud, for each of the following violations:

a.

Willful neglect to file the return within the period prescribed by the

Code or by rules and regulations; or

b.

In case a false or fraudulent return is willfully made.

Interest at the rate of twenty percent (20%) per annum, or such higher rate as

may be prescribed by rules and regulations, on any unpaid amount of tax

from the date prescribed for the payment until the amount is fully paid.

Compromise penalty.

Attachments Required

1.

2.

3.

4.

Certificate of Creditable Tax Withheld at Source, if applicable;

Duly approved Tax Debit Memo, if applicable;

For amended return, proof of the payment and the return previously filed;

All returns filed by an authorized representative must attach authorization

letter.

When and Where to Pay

Upon filing this return, the total amount payable shall be paid to the

Authorized Agent Bank (AAB) where the return is filed. In places where there

are no AABs, payment shall be made directly to the Revenue Collection Officer or

duly Authorized City or Municipal Treasurer who shall issue a Revenue Official

Receipt BIR Form No. 2524) therefor.

Where the return is filed with an AAB, taxpayer must accomplish and submit

BIR-prescribed deposit slip, which the bank teller shall machine validate as

evidence that payment was received by the AAB. The AAB receiving the tax

return shall stamp mark the word “Received” on the return and also machine

validate the return as proof of filing the return and payment of the tax by the

taxpayer, respectively. The machine validation shall reflect the date of payment,

amount paid and transactions code, the name of the bank, branch code, teller’s

code and teller’s initial. Bank debit memo number and date should be indicated in

the return for taxpayers paying under the bank debit system.

For Electronic Filing and Payment System (EFPS) Taxpayer

The deadline for electronically filing and paying the taxes due thereon shall

be in accordance with the provisions of existing applicable revenue issuances.

Basis of Tax

The tax is based on gross sales, receipts or earnings except on insurance

companies where the basis of tax is the total premium collected/paid.

Note: All background information must be properly filled up.

All returns filed by an accredited tax representative on behalf of a taxpayer

shall bear the following information:

A. For CPAs and others (individual practitioners and members of GPPs);

a.1 Taxpayer Identification Number (TIN); and

a.2 Certificate of Accreditation Number, Date of Issuance,

and Date of Expiry.

B. For members of the Philippine Bar (individual practitioners, members

of GPPs):

b.1 Taxpayer Identification Number (TIN); and

b.2 Attorney’s Roll Number or Accreditation Number, if any.

Nos. 1, 2 and 3 of this form refer to transaction period and not the date of

filing this return.

The last 3 digits of the 12-digit TIN refers to the branch code.

TIN = Taxpayer Identification Number

ENCS

2551M

Other Documentary Requirements:

1. Articles of Merger/Consolidation

2. Plan of Merger

3. List of stockholders of the constituent corporations certified by corporate secretary

4. Certification by the corporate secretary on the meetings of the Directors and Stockholders of the constituent corporations approving the merger/consolidation

5. Audited financial statements of the constituent corporations as of a date not earlier than 120 days prior to the date of filing of the application

6. Long-form audit report of item no. 5 (for absorbed corporation (s)

7. List of creditors of the solvent corporation (s) and their consent, if any, in case any of the constituent corporation (s) is insolvent

8. Publisher's affidavit of publication of the merger or consolidation, if one or more of the constituent corporation(s) is/are insolvent

9. Company Data Maintenance Form

Note: 1. If the surviving company will not issue shares of stock or create additional paid-in capital disregard item no. 6.

2. If merger will be effected via increase of capital stock, submit also the requirements for Increase of Authorized Capital Stock

3. For consolidation, submit also the requirements for the registration of a stock corporation