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Increase of Authorized Capital Stock

Basic Requirements

1. Certificate of Increase of Capital Stock

2. Treasurer’s Affidavit certifying the increase of capital stock, the amount subscribed and
the amount received as payment
3. List of stockholders as of the date of the meeting approving the increase, indicating the
nationalities of the subscribers and their respective subscribed and paid-up capital on
the present authorized capital stock, certified by the corporate secretary
4. Amended Articles of Incorporation
5. Directors’ Certificate – a notarized document signed by a majority of the directors and
the corporate secretary, certifying the amendment of the Articles of Incorporation
increasing the authorized capital stock, the votes of the directors and the stockholders,
and the date and place of the stockholders’ meeting
6. Audited financial statements as of the last fiscal year, stamped received by the SEC and
the BIR

Additional Requirements based on kind of payment on subscription

Land and/ Building/Condominium Unit

1. Detailed schedule of the property showing its registered owner,
location, area, TCT No., tax declaration number and the basis of the
transfer value (market value/assessed value/zonal value or appraised value
2. Copy of TCT/CCT and tax declaration sheet, certified by the
Register of Deeds and the Assessor’s Office, respectively
3. If transfer value is based on zonal value: Latest zonal valuation
certified by the Bureau of Internal Revenue (BIR)
4. If transfer value is based on appraised value: Appraisal report
by a licensed real estate appraiser (not more than six [6] months old)
5. Deed of assignment with primary entry by the Register of Deeds
6. If property is mortgaged: Mortgagee/creditor’s certification on the
outstanding loan balance and his consent to the transfer of property
7. For assignment of a building where the assignor is not the owner
of the land: Lease contract on the land and consent of the land owner to
the transfer
8. Affidavit of the transferor that the building/condominium unit is
existing and in good condition
9. Affidavit of undertaking by any incorporator or director to submit
the proof of transfer of the property within the prescribed period

I. Request for BIR Ruling and Certification

Documentary Requirements (3 copies each):

1. Covering letter with statement of facts

2. Application and Joint Certification (BIR Form No. 1927)
3. Proof of Payment of the Processing Fee (BIR Form No. 0605)
4. Deed of Transfer/Assignment/Exchange (Original)
5. Articles of Incorporation/Partnership of Transferee (Original or Certified True
6. Amended Articles of Incorporation of Transferee and Supporting Papers (e.g.,
Application for Increase of Authorized Capital Stock, Treasurer’s Affidavit, if
applicable (Original or Certified True Copy)
7. Certificate of Increase of the transferee corporation from the SEC (Certified True
8. Transfer Certificate of Title/Condominium Certificate of Title (Certified True Copy)
9. Latest Tax Declaration (Certified True Copy)
10.Sworn Certification as to the original or historical cost of acquisition/adjusted
basis of the land separate from the improvement/building transferred duly
attested by the owners/transferors
11.Certification of Fair Market Value or Zonal Value of the property(Certified True
12. Certificate of Shares of Stock Transferred to Transferee (Certified True Copy)
13. Latest Audited Financial Statements of Transferor/s and Transferee
14.BIR Form No. 2000(DST on transfer of real property-Sec. 196 Tax Code; DST on
transfer of share of stock-Sec 176 Tax Code; DST on issuance of shares of
Transferee-Sec 175 Tax Code; DST on transfer of mortgage -Sec. 195 Tax
15.Special Power of Attorney executed by Transferor and/or Transferee, if the
application is being submitted by a taxpayer’s authorized representative, rather
than by the taxpayer himself.

II. Issuance of Certificate Authorizing Registration (CAR)/Tax Clearance (TCL)


Land Registration Procedure

Land Registration Procedure

Documents Required for Registration of Real Property with the Register of Deeds
A. Common Requirements
1. Original copy of the Deed or Instrument (Original Copy + 2 duplicate copies)
If the original copy cannot be produced, the duplicate original or certified true copy shall
be presented accompanied with a sworn affidavit executed by the interested party why
the original copy cannot be presented.
2. Owner’s copy of the Certificate of Title or Co-owner’s copy if one has been issued.
(Original Copy + 2 duplicate copies)

3. Latest Tax Declaration if the property is an unregistered land. (Original Copy + 2

duplicate copies)

B. Specific Requirements
1. Deed of Sale/Transfer

1.(A) For Individuals

a. Bureau of Internal Revenue Certificate Authorizing Registration (CAR) (Original

Copy + 1 Photocopy)
b. Revenue Tax Receipts evidencing payment of Capital Gains Tax (1 Duplicate Copy)
c. Revenue Tax Receipts evidencing payment of Documentary Stamp Tax (1 Duplicate
d. Real Property Tax Clearance indicating the tax declaration number (Original Copy +
1 Duplicate Copy)
e. Official Receipt showing payment of the Transfer Fee (Original Copy + 1 Duplicate
f. Department of Agrarian Reform (DAR) Clearance and Affidavit of Aggregate
landholding of transferee if the land is covered by Comprehensive Agrarian Reform
Program (CARP). (Original Copy + Duplicate Copy)
g. Certificate from the Condominium Management in case involving transfer of
condominium units

1.(B) For Corporation

a. Secretary’s Certificate or Board Resolution to Sell or Purchase (Original Copy +

Duplicate Copy)
b. Articles of Incorporation (for transferee corporation) (1 Certified Copy of the Original)
c. Certificate of the Securities and Exchange Commission (SEC) that the Articles of
Incorporation had been registered . (1 Certified Copy of the Original)
d. For Condominium or Condominium Certificate of Transfer, affidavit/certificate of the
Condominium Corporation that the sale/transfer does not violate the 60-40 rule.(Original
Copy + 1 Duplicate Copy)
e. Subsequent transfer of CCT requires Certificate of the Condominium Management.
(Original Copy)
f. Sale by a Corporation Sole, court order is required.(Original copy of the Court Order)

Additional Requirements

1. Extra-Judicial Settlement/Adjudication
a. Affidavit of Publication of the publisher/editor stating that the
deed/instrument has been published once a week for 3 consecutive weeks.
(Original Copy)

b. Death Certificate

c. Heirs Bond for personal properties

d. Certificate Fee with Official Receipt

2. Registration of Sale of Subdivision Projects

a. License to Sell (Original Copy + 3 Duplicate Copies)

b. Development Permit (Original Copy + 3 Duplicate Copies)

c. Certificate of Registration (Original Copy + 3 Duplicate Copies)

3. Power of Attorney or any Deed/Instrument executed abroad

a. Certificate of Authentication by the nearest Philippine Consulate

(Original Copy + 1 Duplicate Copy)

4. Judicial Settlement of Estate

a. Court Order approving the project of partition (Original Copy of the

Court Order + 3 Duplicate Copies)

b. Certificate of Finality of the order/termination of special proceeding

(Original Copy + 3 Duplicate Copies)

c. Letters of Administration – if the property is being sold or encumbered

during the settlement proceeding (Original Copy + 3 Duplicate Copies)

5. Mortgage/Lease

a. Certificate of Non-Delinquency in the payment of real property tax

(Original Copy + 1 Duplicate Copy)

b. Documentary Stamp Tax Return (Original Copy + Duplicate Copy)

6. Cancellation of Mortgage

a. Deed of Cancellation of Mortgage

7. Extrajudicial Foreclosure of Mortgage

a. Certificate of Sale by the Sheriff/Notary Public (Original Copy + 3
Duplicate Copies)

b. Approval of the Executive Judge of the Regional Trail Court

(Original Copy + 3 Duplicate Copies)

c. Documentary Stamp Tax Return (Original Copy + 3 Duplicate Copies)

8. Consolidation of Ownership

a. Affidavit of Consolidation of the purchase or Deed of Sale executed by

the Attorney In Fact (Original Copy + 1 Duplicate Copy)

9. Judicial Foreclosure of Mortgage

a. Court Order directing the sale by public auction (Original Copy + 3

Duplicate Copies)

b. Certificate of Sale issued by the Sheriff (Original Copies + 3 Duplicate


10. Execution Sale

a. Notice of Levy or attachment must first be annotated accompanied by

a writ of execution (Original Copy + 3 Duplicate Copies)

b. Certificate of Sale (Original Copy + 3 Duplicate Copies)

c. Final Deed of Sale (Original Copy + 3 Duplicate Copies)

11. Condominium Projects

a. Master Deed (Original Copy + 1 Duplicate Copy)

b. Declaration of Restriction (Original Copy + 1 Duplicate Copy)

c. Diagrammatic Floor Plan (Original Copy + 1 Duplicate Copy)

If the Condominium Certificate of Title is issued for the first time in

the name of the registered owner, require the following:

a. Certificate of Registration with the Housing and Land Use Regulatory

Board (Original Copy + ! Duplicate Copy)

b. Development Permit (Original Copy + 1 Duplicate Copy)

c. License to Sell (Original Copy + 1 Duplicate Copy)