DLN:

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

Republika ng Pilipinas BIR Form No.

Kagawaran ng Pananalapi Application and Joint Certification
Kawanihan ng Rentas Internas (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 ____________________)
1927
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)

P as evidenced by AAB/BIR Official Receipt No. , dated ___________, 2005. In this regard, we understand that non-payment
thereof shall mean that this application will not be accepted by the BIR.
PART II PARTIES
TYPE OF ENTITY
Nationality/Place of
Name of Transferor/s TIN Address
Individual Corporation Partnership Branch Incorporation/ Establishment

TYPE OF ENTITY
Name of Transferee TIN Address Partnership Corporation
Domestic Foreign Domestic Foreign

Proposed / In-Process Proposed / In-Process

Existing 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
Higher of Zonal Value or Transfer Value Amount of Liabilities to Documentary Stamp
Nature Percentage Tax Declaration Assessed Value in case of [value of Transferee- Which Property is Tax Due/Paid On This Transfer
of
Original/ Land; Higher of Assessed shares received Subject [P15/P1,000 of highest of
Transferor/Registered Owner TCT/CCT No.
(e.g. Land, Adjusted Basis
Ownership No. Value or FMV in case of in the exchange] (eg. Mortgage/Pledge) ( a ), ( b ), or ( c )
building)
improvements ( b) (c) (Sec. 196 Tax Code)

B. Shares of Stock
Transfer Value Amount of Liabilities to Documentary Stamp
Nature Investee [value of Transferee- Which Property is Tax Due/Paid On This Transfer
Original/ shares received Subject [P1.50/P200 par value; if no par,
Transferor/Registered Owner (e.g. Common, Stock Certificate No.
Adjusted Basis
Preferred, Par/Non- Company in the exchange] (eg. Mortgage/Pledge) 25% of DST paid on original
par) 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/ 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 Which Property is Tax Due/Paid On This Transfer
Nature shares received in the
Transferor/Registered Owner & Security Agreement Profits Transferred Subject
Original/ exchange)
Adjusted Basis (e.g. Mortgage)
[a] (b) (c) [d] (e) (f) (g) (h)

Sub-Total
Transfer Value Amount of Liabilities to Documentary Stamp
Original/Adjusted Basis
Total (Value of Transferee Which Property is Tax Due/Paid On This Transfer
shares received in the
(Add from A to C of Part III) (Do not include value of cash exchange) Subject
transferred) (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 Increased Authorized Capital Stock
(1) (2) (3)
(a) (b) (c) (a) (b) (c) (a) (b) (c)
Type of Shares
Par Value/ Share Total Par Value Par Value/ Share Total Par Value Par Value/ Share Total Par Value
(Indicate if Common, Preferred
(Indicate in Pesos the No. of Shares (Indicate in Pesos the No. of Shares (Indicate in Pesos the No. of Shares
Voting, Preferred Non-Voting, (in Pesos) (in Pesos) (in Pesos)
stated/ issued value, if no stated/issued value, if no stated/issued value, if no
others) par) par) par)
Voting

Common

Preferred
Non-Voting

Common
Preferred
Total
 SUBSCRIBED AND PAID-UP CAPITAL STOCK
Before Transfer After Transfer
(4A) (5A) Premium Peso Amount of
Voting Share (1) (2) (3) (1) (2) (3) Shares Issued In
Amount Subscribed in Paid-Up Amount Amount Subscribed in Paid-Up Amount Exchange for Property
Pesos Pesos [(5a)(3)-(4a)(3)]
No. of Shares in Pesos No. of Shares in Pesos
Subscriber

Common

Sub-Total
Preferred

Sub-Total
Total

Before Transfer After Transfer

(4A) (5A) Premium Peso Amount of
Non-Voting Share (1) (2) (3) (1) (2) (3) Shares Issued In
Amount Subscribed in Paid-Up Amount Amount Subscribed in Paid-Up Amount Exchange for Property
Pesos Pesos [(5a)(3)-(4a)(3)]
No. of Shares in Pesos No. of Shares in Pesos
Subscriber

Common

Sub-Total

Sub-Total
Total
 Summary of Capital Structure After the Exchange
Number of Voting Shares Number of Non-Voting Shares Percentage of Voting Shares Percentage of Voting Shares to
Shareholder Issued before the Issued in the Issued before the Issued in the to Total Outstanding Capital Total Shares [Voting and Non-
Total Total
exchange exchange exchange exchange 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 have not paid
the corresponding documentary stamp tax on the above-described transaction;
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. ]
Date of Execution
Document Date Submitted
[indicate if executed or proposed]
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,
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. Notary Public
Series of ________