CHECKLIST OF REQUIREMENTS UNDER RMO 32-01 (dated November

28, 2001)
MERGER OR CONSOLIDATION

√ SUBMITTED / X NOT SUBMITTED / N/A NOT APPLICABLE

1. Original Copy of BIR Form 1927: Application and Joint Certification

2. Proof of payment of Certification Fee ( BIR Form No. 0605 )
3. Proof of Payment of Additional Fee for TCT/CCT/Certificate of Stock in excess of
ten (10)
4. Covering letter from the taxpayer where the material facts in the submitted
documents, including an analysis of their bearing on the issues and a specification
of the applicable provisions thereof, must be stated
5. Original certified true copy of Deed of Transfer/Assignment/Exchange which must
state that the parties to the exchange shall undertake to comply with the
provisions of Revenue Regulations No. 18-01;
6. a. Original certified true copy of Articles of Incorporation or Partnership with SEC
of the transferor corporation/partnership;
b. Original certified true copy of By-Laws of the transferor corporation/partnership
7. a. Original certified true copy of Articles of Incorporation or Partnership with SEC
of the transferee corporation/partnership;
b. Original certified true copy of By-Laws of the transferee corporation/partnership
8. a. Original certified true copies of the Transfer Certificates of Title to the
properties to be transferred pursuant to the tax-free exchange, as certified by the
appropriate Registrar of Deeds;
b. Original certified true copies of the Condominium Certificates of Title to the
properties to be transferred pursuant to the tax-free exchange, as certified by the
appropriate Registrar of Deeds;
c. Original certified true copies of the Certificates of Stock to the properties to be
transferred pursuant to the tax-free exchange, as certified by the appropriate Corporate
Secretary;
9. a. Original certified true copies of the latest Tax Declaration of the properties to
be transferred pursuant to the tax-free exchange, as certified by the appropriate local
government unit's Assessor.
It is understood that any improvement is separately declared and therefore, covered by
a Tax Declaration distinct from the Tax Declaration on the land.
b. Original copy of Certification of No-improvement issued by the Assessor's
Office for lot only
10. If the tax declaration was issued three (3) or more years prior to the exchange
transaction, the Transferor shall include in the original certification by the local
government unit's Assessor that such declaration is the latest tax declaration covering
the real property;
11. Original copy of certification of the fair market value or zonal value of the real
property involved in the exchange. The zonal value shall be certified, as a general rule,
by the Chief, Asset Valuation Division at the 10th Floor, BIR National Office.
However, the Revenue District Officer or the Revenue Regional Director can also issue
the certification whenever access to the latest schedule of zonal values is electronically
available to them.
12. Original copy of the sworn certification by the individual transferor or in the case
CHECKLIST OF REQUIREMENTS UNDER RMO 32-01 (dated November 28, 2001) 1
MERGER OR CONSOLIDATION
of a juridical person, by the Chief Financial Officer or his equivalent as to the basis of
the property to be transferred.

The original or adjusted basis, as the case may be, of each real property/share of
stock/or other property transferred must be itemized in the certification, instead of a
single lump sum in order to enable the Registrar of Deeds or the corporate secretary, as
the case may be, to annotate the substituted basis on the reverse side of the
Transfer/Condominium Certificate of Title to the real property involved or of the
Certificate of Stock, and in order to facilitate the determination of gain or loss from a
subsequent disposition of real properties/shares of stock and other properties received
in the exchange.
13. Original copy of the sworn statement of the amount and nature of any liabilities
assumed upon the exchange, and the amount and nature of any liabilities to which any
of the properties acquired in the exchange is subject. The proper officer to issue the
statement shall be the Chief Financial Officer or his equivalent and confirmed by the
President or the Chief Executive Officer or Country Chairman or their equivalent;
14. Original certified true copy of the Audited Financial Statements of Transferor-
corporation, as of the transaction date.
15. a. If the application is to be signed and submitted not by the taxpayer himself, but
only by his authorized representative, the appropriate special power of attorney shall be
submitted with the application for a certification-ruling.
b. In the case of a juridical person, the corporate secretary shall issue a sworn
statement that the signing officer (i.e., at the very least, the Chief Financial Officer) has
been authorized by the Board of Directors to represent the company and has personal
knowledge of the facts of the exchange transaction.
16. Original certified true copy of Plan of Merger or Consolidation
17. Original copy of statement of the amount and the nature of the assets to be transferred
by the absorbed corporation to the surviving/consolidated corporation
18. Original certified true copy of Articles of Incorporation duly registered with SEC
of the merged or consolidated corporation
19. Original certified true copy of the Audited Financial Statements duly submitted or
to be submitted to the SEC in connection with the application for merger or
consolidation
20. Proof of payment of DST on all related documents subject to DST upon execution

21. In connection with Increase in Authorized Capital Stock

a. Certificate of Increase in Capital Stock
b. Treasurer's Affidavit
c. Corporate Secretary's List of Stockholder
c. Waiver of Pre-emptive Rights
d. Director's Certificate on the amendment of Articles of Incorporation
e. Amended Articles of Incorporation of Transferee

22. If transferred property are shares of stock

a. Certified true copy Audited Financial Statement of the issuing corporation nearest to
date of transfer
b. Certification from Corporate Secretary of true ownership of shares and total
outstanding number of shares issued by issuing corporation

CHECKLIST OF REQUIREMENTS UNDER RMO 32-01 (dated November 28, 2001) 2

MERGER OR CONSOLIDATION
23. Other related documents
a. Proof of basis of original / historical cost or basis
b. Sworn statement of cancellation of mortgage or encumbrance
c. Proof of filing of cancellation of mortgage or encumbrance filed with the RD
d. SEC filed General Information Sheet (GIS) nearest to date of transaction
e.

Note: Items No. 1 to 20 are the documentary requirements contained in

RMO 32-01; however, depending on the nature of transaction connected with
the Sec 40 (C)(2) transaction, other related documents must be requested
e.g. resulting increase in authorized capital stock....

Evaluated by:

Case Officer

CHECKLIST OF REQUIREMENTS UNDER RMO 32-01 (dated November 28, 2001) 3

MERGER OR CONSOLIDATION