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1927 Application and Joint Certification

This BIR form is used pursuant to Revenue Regulations 18-2001 prescribing the Guidelines on the Monitoring of the Basis of Property Transferred and Shares Received, Pursuant to a Tax-Free Exchange of Property for Shares under Section 40(C)(2) of the National Internal Revenue Code of 1997, Prescribing the Penalties for Failure to Comply with such Guidelines, and Authorizing the Imposition of Fees for the Monitoring Thereof. The parties to a tax-free exchange of property for shares under Section 40(C)(2) of the Tax Code of 1997 who are applying for confirmation that the transaction is indeed a tax-free exchange shall, together with such information as the Commissioner of Internal Revenue may require, submit this form on the basis of the property to be transferred pursuant to such exchange.

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( To be submitted in three (3) copies.)

Republika ng Pilipinas
Kagawaran ng Pananalapi
Kawanihan ng Rentas Internas

Application and Joint Certification

BIR Form No.

1927

(For transfer to a controlled corporation under Section 40(C)(2) and (6)(c), Tax Code of 1997,
Revenue Regulations No. 18-2001 dated November 13, 2001, and
Revenue Memorandum Order No. ________________ dated ____________________)
Revenue Memorandum Circular No. 39-2001 approved on October 6, 2001.

September, 2001 - LIG

I/ WE, the undersigned, of legal age, being the Transferor/s and Transferee, respectively, or the respective duly authorized representative/s of the Transferor/s and Transferee
named below, after having been duly sworn to in accordance with law, certify to the following statements/ documents in support of this Application and Joint Certification:
Fill in all applicable spaces.
PART I
Payment of Fees:

We have paid the applicable processing and certification fee in the amount of
(Amount in words)

as evidenced by AAB/BIR Official Receipt No. , dated ___________, 2005. In this regard, we understand that non-payment
P
thereof shall mean that this application will not be accepted by the BIR.
PART II

PARTIES
TYPE OF ENTITY
Name of Transferor/s

TIN

Address

Name of Transferee

TIN

Address

Individual

Partnership
Domestic

Corporation

Partnership

Foreign

Branch

TYPE OF ENTITY
Corporation
Domestic

Proposed / In-Process

Foreign

Proposed / In-Process

Existing

Nationality/Place of
Incorporation/ Establishment

Existing

1. That the Transferor/s are, respectively, the owner/s of the properties herein described below, which have been/will be transferred to the Transferee, with an aggregate original/adjusted basis of -

P
(Amount in words)

PART III

DETAILS OF THE PROPERTIES AND LIABILITIES INVOLVED IN THE EXCHANGE

[ Note: In "Original/Adjusted Basis" column, indicate the acquisition cost of the property increased by the amount of improvements that materially add to the value of the property or appreciably prolong its life less accumulated depreciation.]

A. Real Property

Land; Higher of Assessed

shares received

Amount of Liabilities to
Which Property is
Subject

Value or FMV in case of

in the exchange]

(eg. Mortgage/Pledge)

improvements ( b)

(c)

Higher of Zonal Value or

Nature
Transferor/Registered Owner

B.

(e.g. Land,
building)

Tax Declaration

Percentage
Ownership

of

TCT/CCT No.
No.

Original/
Adjusted Basis

Transfer Value

Assessed Value in case of

[value of Transferee-

Documentary Stamp
Tax Due/Paid On This Transfer
[P15/P1,000 of highest of
( a ), ( b ), or ( c )
(Sec. 196 Tax Code)

Shares of Stock

shares received

Amount of Liabilities to
Which Property is
Subject

in the exchange]

(eg. Mortgage/Pledge)

Transfer Value

Investee

Nature
Transferor/Registered Owner

(e.g. Common,
Preferred, Par/Non
par)

Stock Certificate No.
Company

Original/
Adjusted Basis

[value of Transferee-

Documentary Stamp
Tax Due/Paid On This Transfer
[P1.50/P200 par value; if no par,
25% of DST paid on original
issuance (Sec. 176 Tax Code)

Sub-Total

C. Others (e.g. Cash -- fill-up colums a & f; Receivables -- fill-up columns a, b, c, d, f & h; Unremitted Branch Profit -- fill-up columns a, d & e; Others -- fill-up columns a, d, f, g, & h)
Debtor/Borrower/
Transferor/Registered Owner

Nature

Amount of Receivables

Amount of

Transfer Value

Amount of Liabilities to

Documentary Stamp

Date of Loan

at Time of Transfer

Unremitted Branch

(Value of Transferee
shares received in the
exchange)

Which Property is

Tax Due/Paid On This Transfer

& Security Agreement

[a]

(b)

(c)

Original/
Adjusted Basis
[d]

Profits Transferred

Subject
(e.g. Mortgage)

(e)

(f)

(g)

(h)

Transfer Value

Amount of Liabilities to

Documentary Stamp

(Value of Transferee
shares received in the
exchange)

Which Property is

Tax Due/Paid On This Transfer

Sub-Total
Original/Adjusted Basis

Total
(Add from A to C of Part III)

(Do not include value of cash
transferred)

Subject
(X)

N/A
EXEMPT
2. That the Transferee has assumed/ will assume the following liabilities, in addition to the liabilities to which the properties are subject under Part III " Amount of Liabilities to Which Property
is Subject (X)" column;
Schedule of Liabilities
[Note: If no liabilities are transferred, state "None" in "Particulars of Liability Transferred" column ]

Transferor

Particulars of Liability Transferred

Amount
(Y)

TOTAL
Total Amount of Liabilities Transferred [Add X and Y]

[

]

(Amount in Words)

3. That the consideration for such property/ies (i.e. assets/ net assets) shall be:

(Check the applicable box.)

a. Shares from Original Authorized Capital Stock pursuant to incorporation
b. Shares from Existing Authorized Capital Stock
c. Shares from Increase in Authorized Capital Stock
[Note: "Shares" includes unit of participation/ interest
"Authorized Capital Stock" includes partnership capital]

4. That hereunder is the summary of the transactions to which this Application and Joint Certification applies;
PART IV

SUMMARY OF CAPITAL STRUCTURE OF TRANSFEREE CORPORATION/ PARTNERSHIP

[Note: If the consideration for such property/ies is:
a. Shares from Original Authorized Capital Stock, then accomplish 1 and 5A to B
b. Shares from Existing Authorized Capital Stock, then accomplish 1, 4A to B and 5A to B
c. Shares from Increase in Authorized Capital Stock, then accomplish 1, 2,3, 4A to B and 5A to B.

Summary of Capital Structure
AUTHORIZED CAPITAL STOCK
Authorized Capital Stock Upon Incorporation
Amount of Increase
(1)

Type of Shares
(Indicate if Common, Preferred
Voting, Preferred Non-Voting,
others)

Voting
Common
Preferred
Non-Voting
Common
Preferred

Total

(a)

(b)

Par Value/ Share
(Indicate in Pesos the
stated/ issued value, if no
par)

(c)

(a)

Total Par Value
No. of Shares

Increased Authorized Capital Stock

(2)

Par Value/ Share

(in Pesos)

(Indicate in Pesos the
stated/issued value, if no
par)

(b)

(3)

(c)

(a)

Total Par Value
No. of Shares

Par Value/ Share

(in Pesos)

(Indicate in Pesos the
stated/issued value, if no
par)

(b)

(c)
Total Par Value

No. of Shares

(in Pesos)

SUBSCRIBED AND PAID-UP CAPITAL STOCK
After Transfer

Before Transfer
(4A)

Subscriber

Premium

(5A)

(1)

Voting Share

(2)

(3)

Amount Subscribed in
Pesos

Paid-Up Amount

No. of Shares

in Pesos

(1)

(2)

(3)

Amount Subscribed in
Pesos

Paid-Up Amount

No. of Shares

in Pesos

Peso Amount of
Shares Issued In

[(5a)(3)-(4a)(3)]

Exchange for Property

Common

Sub-Total
Preferred

Sub-Total
Total
Before Transfer

After Transfer

(4A)
Non-Voting Share

Subscriber

Common

Sub-Total

Premium

(5A)

(1)

(2)

(3)

Amount Subscribed in
Pesos

Paid-Up Amount

No. of Shares

in Pesos

(1)

(2)

(3)

Amount Subscribed in
Pesos

Paid-Up Amount

No. of Shares

in Pesos

Peso Amount of
Shares Issued In

[(5a)(3)-(4a)(3)]

Exchange for Property

Sub-Total
Total
Summary of Capital Structure After the Exchange
Number of Voting Shares

Shareholder

Issued before the
exchange

Issued in the
exchange

Number of Non-Voting Shares
Total

Issued before the
exchange

Issued in the
exchange

Total

Percentage of Voting Shares

Percentage of Voting Shares to

to Total Outstanding Capital

Total Shares [Voting and Non-

Stock entitled to vote

Voting ]

TOTAL
5.

That as a result of the exchange, the Transferor/s will gain/ gained control of the Transferee, by owning in the aggregate % percentage of voting stocks/ units of participation;

6. That no shares will be issued in payment for services rendered by the Transferor/ s to the Transferee;
7. That in accordance with pertinent provisions of the Tax Code of 1997, where applicable, the Transferor/ s and/ or Transferee have paid
the corresponding documentary stamp tax on the above-described transaction;

have not paid

8. That in support of this Application and Joint Certification, either original or certified true copies of the documents indicated hereinbelow are enclosed and made integral parts hereof:
PART V

DOCUMENTARY REQUIREMENTS

[Note: No certification/ ruling will be issued unless all the documents enumerated hereunder are submitted. ]

Document
a. Deed of Transfer/Assignment/Exchange (Original)
b. Articles of Incorporation/ Partnership of Transferee (Original or Certified True Copy)
Amended Articles of Incorporation of Transferee and Supporting Papers (e.g.,
Application for Increase of Authorized Capital Stock, Treasurer's Affidavit, if
c.
applicable.(Original or Certified True Copy)

d. Transfer Certificate of Title/ Condominium Certificate of Title (Certified True Copy)
e. Tax Declaration (Certified True Copy)
f. Certification of Zonal Value (Certified True Copy)
g. Certificate of Shares of Stock Transferred to Transferee. (Certified True Copy)
h. Latest Audited Financial Statements of Tranferor/s and Transferee.
[DST on transfer of real property-Sec. 196 Tax Code]

I.

BIR Form No. 2000

[DST on transfer of share of stock-Sec. 176 Tax Code]
[DST on issuance of shares of Transferee - Sec. 175 Tax Code]

Special Power of Attorney executed by a Transferor and/or Transferee, if the application

j. is being submitted by a taxpayer's authorized representative, rather than by the

taxpayer himself. The execution of this Application and Joint Certification, however,

Date of Execution
[indicate if executed or proposed]

Date Submitted

9. That neither the Transferor/s nor the Transferee has filed any application or request for ruling involving the transaction described above, or, if such application has been filed,
that the same has not been denied;
10 That we are executing this Application and Joint Certification in accordance with the provisions of Revenue Regulations No.18-2001 dated November 13, 2001, Revenue Memorandum Order No. ____

dated __________________ and Section 40( C ) (2) and (6) ( c ) of the Tax Code of 1997;
11 That we undertake to attach a copy of this Application and Joint Certification, as well as the Certification issued by the Bureau of Internal Revenue, to our respective final income tax returns

commencing from the year in which the transaction described herein was finally executed until the year of final disposition of the properties involved.
12 That the subject and the issue presented in this application is not identical to any issue that is contained in a prior return, or being considered or examined by the BIR with respect to

the parties hereto involved in any pending administrative appeal or court litigation involving any of the parties hereto, nor to any issue being addressed by any authority or government agency.
13 That the property/ies transferred by each Transferor-Corporation constitutes less than 80% of the Transferor's assets, including cash.
14 That we agree that the certification/ ruling issued confirming the tax-deferred exchange shall not be valid unless we submit to the Law Division within ninety (90) days from the date of receipt

of the certification-ruling or by any of the parties to this exchange transaction, a certified true copy of each of the Transfer Certificates of Title/ Condominium Certificates of Title/ Certificates
of Stock containing the annotation of substituted basis by the Register of Deeds or Corporate Secretary, and that violation of this undertaking will be subject to revocation of the
certification-ruling and the appropriate penalties imposed under Sections 269 and 275 of the Tax Code of 1997.
15 That we agree to service of notice for violation of our obligations under No.14 hereof through the following e-mail address: ______________________________________________________ .

For this purpose, it shall be sufficient to establish our receipt of notice if any of the following conditions arises: (a) that a return receipt notice to BIR is received after the e-mail message is sent,
or (b) if within five (5) days from notice of delivery by BIR, we do not receive any written response from you, whether by e-mail message or otherwise. If there is no e-mail address, service of
notice shall be made through registered mail, and the provisions of the Rules of Court shall apply as regards receipt of notice.
16 Perjury Declaration - Under penalties of perjury, we declare that we have examined this request, including the accompanying documents, and to the best of our personal knowledge, belief, and

information, the facts presented in support of the requested certification hereby are true, correct and complete.
IN WITNESS WHEREOF, we have hereunto set our hand this ___________ day of ___________________, _________.
Name

TIN

Signature

Transferor/s / Transferee

[Note:

1. Corporate/ Partnership Transferor/s and Transferee must be represented by an officer with a position of not less than a Chief Financial Officer or his equivalent .]

REPUBLIC OF THE PHILIPPINES

)
) S.S

SUBSCRIBED AND SWORN to before me this ______________ day of ___________, ____, this Application and Joint Certification, consisting of __________ pages,
affiants exhibiting to me their Community Tax Certificates, as follows:
Name

Community Tax Cert. No.

Date & Place of Issuance

Transferor /s
Transferee

Doc. No.
Page No.
Book No.

Series of 2004

Notary Public
 
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