In order
to be subject to the ½ of 1% tax on the sale, barter or exchange of shares of
stocks listed and traded through the local stock exchange under Section 127(A)
of the Tax Code, publicly listed companies must meet the 10% public float or
the minimum public ownership (MPO) as required by the Securities and Exchange
Commission (SEC) or the Philippine Stock Exchange (PSE), whichever is higher.
Publicly
listed companies that are non-compliant with the above percentages were allowed
up to December 31, 2012 to comply with the MPO.
Transactions
up to December 31, 2012 of publicly listed companies that failed to meet the
MPO shall be subject to ½ of 1% tax on gross selling price under Section 127(A)
of the Tax Code, while transactions made after December 31, 2012 shall be
subject to a final tax of 5% or 10% on the net capital gains imposed on sales
of shares of stocks not traded in the local stock exchange. The transfer of shares
of stocks of non-compliant publicly-listed companies on their transactions
after December 31, 2012 shall be subject to documentary stamp tax (DST) imposed
under Section 175 of the Tax Code.
No sale,
exchange, or transfer of shares of stock shall be registered in the books of
the corporation unless the receipts of payment of the taxes and the Certificate
Authorizing Registration (CAR) and/or Tax Clearance Certificate are filed with,
and recorded by, the stock transfer agent or the secretary of the corporation.
(Revenue
Regulations No. 16-2012, December 7, 2012)
Tax
Brief – January 2013
Punongbayan
and Araullo
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