November 17, 2003

BIR RULING NO. 015-03

175 000-00

EBC Strategic Holdings Corporation

Equitable PCI Bank Towers
H. V. dela Costa St., cor. Makati Avenue
Makati City

Attention: Mr. Sergio Ll. Naranjilla, Jr.

President

Gentlemen :

This refers to your letter dated April 4, 2002 stating that EBC Strategic
Holdings Corporation (ESHC), a wholly owned subsidiary of Equitable PCI Bank
(EPCIB) (formerly Equitable Banking Corporation), is a domestic corporation
registered with the Securities and Exchange Commission to engage, among others, in
buying and selling securities for their own account; that in 1998, EPCIB prepared a
business plan to increase its investment in the subsidiary company ESHC; that in
preparation for the completion of the regulatory requirements, such as the approval of
the investment by the Bangko Sentral ng Pilipinas (BSP), it deposited to ESHC the
amount of P1,000,000,000 to be applied to future subscription to an increase in
capital stock; that subsequently, as required by the BSP Manual of Regulations for
Banks and Financial Intermediaries, EPCIB filed with the BSP, an application,
requesting approval to make an additional investment in the subsidiary company
ESHC; that the amount was recorded by ESHC as a separate account under the capital
account section as "Deposit for Future Subscription of Capital Stock"; and that on
April 21, 1999, EPCIB was advised by BSP of the disapproval of the request to place
additional investment of P1,000,000,000 in its subsidiary ESHC; that therefore the
plan to apply the amount of deposit for future subscription could not be completed
and had to be set aside.

Based on the foregoing, you now request for a confirmation of your opinion
that the amount of P1,000,000,000 deposited by EPCIB to its subsidiary company
Copyright 2018 CD Technologies Asia, Inc. and Accesslaw, Inc. Philippine Taxation Encyclopedia Third Release 2018 1
 ESHC to be applied for future subscription to an increase in capital stock upon receipt
of the approval of the BSP is not subject to documentary stamp tax under Section 175
of the Tax Code of 1997.

In reply thereto, please be informed that in CTA Case No. 5988 entitled First
Southern Philippines Enterprises, Inc. vs. Commissioner of Internal Revenue
promulgated on January 17, 2002 which became final and executory on February 13,
2002 per Entry of Judgment issued by Elvessa P. Apolinario, Executive Clerk of
Court III of the CTA, it was held that deposit on stock subscription is not subject to
the payment of documentary stamp tax.

Just like in the aforecited case, the case at bar has no agreement to subscribe to
the issuance of stock of ESHC. Section 60 of the Corporation Code defines a
subscription contract as "any contract for the acquisition of unissued stock in an
existing corporation or a corporation still to be formed." At the time the funds were
transferred to the subsidiary, ESHC, the approval of the investment by the regulatory
authority (BSP) which is required under the BSP Manual of Regulations had not been
secured. And on April 21, 1999, much as ESHC would like to consummate the
perfection of the subscription contract, the BSP disapproved the request of EPCIB to
place additional capital in ESHC.

On the other hand, capital stock issued connotes permanence of funds flowing
into a corporation which cannot be withdrawn. The phrase "issuance of shares of
stock" upon which the documentary stamp tax is to be computed must likewise be
viewed as permanent in character. It is considered as a trust fund for the payment of
the debts of the corporation, to which the creditors may look for satisfaction.
Consequently, to be so categorized, all conditions and requirements, such as the
execution of the subscription agreements, and approval by regulatory authorities must
be secured to facilitate the issuance of the shares of stock.

The Government stands to lose nothing in imposing the documentary stamp tax
only on those stock certificates issued, or wherein the stockholders can freely exercise
the attributes of ownership and with value at the time they are originally issued. As
regards those certificates of stocks temporarily subject to suspensive conditions, they
shall be liable for said tax only when released from said conditions, for then and only
then shall they truly acquire any practical value for their owners. cITAaD

In the instant case, the party making the deposit does not acquire the status of a
shareholder by reason thereof. For lack of proper attributes conferring shareholder
treatment, the deposit —

Copyright 2018 CD Technologies Asia, Inc. and Accesslaw, Inc. Philippine Taxation Encyclopedia Third Release 2018 2
 a) is not entitled to the receipt of any dividend;

b) is not included in the determination of quorum at meetings, nor in the

counting of votes requiring shareholder action;

c) is not eligible to be voted upon; and

d) in general, cannot exercise stockholders rights or privileges.

A person who owned shares of stock and who desires to be recognized as a

stockholder, for the purpose of voting must secure such a standing by having its
ownership recorded upon the books of the corporation.

Moreover, this position was adopted in RMO 8-98 "Institutionalizing the

Corporate Stock Documentary Stamp Tax Program", in relation to R.A. No. 8424
which clarified that "what is being taxed is the privilege of issuing shares of stock,
and therefore, the taxes accrue at the time the shares are issued. Further, issuance
means the point at which the stockholder acquires and may exercise attributes of
ownership over the stocks".

Viewed from the foregoing, it can be inferred that future subscription to an

increase in capital stock is not an original issue of shares of stock nor is it a sale or
transfer of shares of stock contemplated under Sections 175 and 176 of the Tax Code
of 1997, but it is a standard accounting term which refers to an amount of money
transmitted by a stockholder to a corporation on deposit with the possibility of the
same being later subscribed in the company's capital.

Accordingly, your opinion that the amount of P1,000,000,000 deposited by

EPCIB to its subsidiary company ESHC to be applied for future subscription to an
increase in capital is not subject to documentary stamp tax under Section 175 of the
Tax Code of 1997 is hereby confirmed.

This ruling is being issued on the basis of the foregoing facts as represented.
However, if upon investigation, it will be disclosed that the facts are different, then
this ruling shall be considered null and void.

Very truly yours,

(SGD.) GUILLERMO L. PARAYNO, JR.

Commissioner
Copyright 2018 CD Technologies Asia, Inc. and Accesslaw, Inc. Philippine Taxation Encyclopedia Third Release 2018 3
 Bureau of Internal Revenue

Copyright 2018 CD Technologies Asia, Inc. and Accesslaw, Inc. Philippine Taxation Encyclopedia Third Release 2018 4