Legal & Tax Updates

SEC-OGC OPINION NO. 14-2024: Re: Inspection Rights of Shareholders

The Securities and Exchange Commission-Office of the General Counsel (“SEC-OGC”) in its SEC-OGC Opinion No. 14-2024 (“Opinion”), opined, for purposes of information only, that the inspection rights of shareholders under Section 73 of the Revised Corporation Code (“RCC”) extend even to information deemed confidential.

The Opinion arose from the request of Flexi Finance Asia, Inc. (“FFAI”) who sought guidance on whether Mr. Ronnie Katona (“Mr. Katona”), one of FFAI’s shareholders, may demand for the inspection of their corporate records and documents. FFAI argued that Mr. Katona’s demand should not be granted because the list of documents requested by Mr. Katona covers those that are not allowed to be disclosed pursuant to the Intellectual Property Code of the Philippines (“IP Code”) and the Data Privacy Act of 2012 (“DPA”).

BSP Advises BSFIs on Beneficial Ownership Due Diligence

BIR Ruling No. OT-028-2024: Clarification on the Basis for the Computation of the Creditable Withholding Tax and Documentary Stamp Tax on its Transaction involving the Sale of Real Property on Installment

BIR Denies M.C. Holdings Corporation’s Request for VAT Exemption on Property Dividends

BIR Prescribes the Presentation of Tax Clearance Prior to Final Settlement of Government Contracts

BIR Clarifies the Deadline of Filing Documentary Stamp Taxes Return and Payment provided under Republic Act No. 11976 or the “Ease of Paying Taxes Act”

BIR Issues Revenue Regulations No. 12-24 Amending Rules on the Validity of CARs

The SEC on Financing Leasing Transactions

BIR Issues Revenue Regulations No. 11-2024 Amending Transitory Provisions on Deadlines for Compliance with the Invoicing Requirements

BIR Clarifies Certain Issues Relative to the Implementation of Section 19 of the Ease of Paying Taxes Act Which Added Section 110(D) to the National Internal Revenue Code

Voting by Remote Communication Based on a Board Resolution

SEC OGC OPINION NO. 11-2024: Re: Annual Meeting via Remote Communication and Voting in Absentia

BIR Ruling No. OT-022-2024: Clarification on the Applicable Taxes Due on Termination Fee

SEC OGC OPINION NO. 10-2024: Re: Perpetual Term of Officers

BIR Clarifies Creditable Withholding Tax Exemption of BOI-Registered Enterprise

SEC Issues Opinion Addressing Issues Regarding Liquidation, Certificate of Dissolution, Appointing Trustees, and Conveyance

SEC OGC Opinion No. 09-2024: Re: Doing Business in the Philippines

BIR Clarifies Policy on Antedating Deeds of Sale Involving Real Properties

SEC OGC Opinion No. 04-2024: Re: Applicability of SRC Registration Requirements to Timeshares

BIR Clarifies the Taxability of Transactions involving Purchase of E-Gift Vouchers/Certificates by Companies from Merchants

SEC Clarifies Liquidation Beyond the 3-Year Winding Up Period

Guidelines for the Filing of the Registration Statements by Power Generation and Distribution Utilities Companies

SEC Issues Guidelines for Cornerstone Investors in Initial Public Offerings

PCC Adjusts the Merger Notification Thresholds

ERC sets Installed Generating Capacity and Market Share Limitation per Grid and National Grid for 2024

BIR Clarifies the Repeal of Section 6 of the NIRC through RMC No. 60-2024

DOE Releases Amendments on the Guidelines for Non-Feed-In Tariff Eligible Renewable Energy Technologies in the Green Energy Auction Program

PEZA Clarifies Applicability of Provisions of Republic Act No. 11898 or the Extended Producer Responsibility Act of 2022

DOLE Labor Advisory No. 03-2024: 2023 Annual Establishment Report on Wages

SEC Updates Fines and Penalties on Late and Non-Submission of Audited Financial Statements, General Information Sheet, and Non-Compliance with MC 28

Creation of the DOE Nuclear Energy Program Coordinating Committee

SEC OGC Opinion No. 23-14: Prohibition on the Retention of Surplus Profits

BSP adopts Sustainable Finance Taxonomy Guidelines

Implementing the Registration Procedures and Invoicing Requirements Under the Ease of Paying Taxes Act

Implementing Section 21 (B) of the National Internal Revenue Code of 1997, as amended by R.A. No. 11976 otherwise known as the “Ease of Paying Taxes Act”, on the Classification of Taxpayers

Implementing Section 45 of the Ease of Paying Taxes Act on Reduced Interest and Penalty Rates for Micro and Small Taxpayers

Implementing Sections 76 (C), 112 (C), 112 (D), 204 (C), and 229 of the National Internal Revenue Code of 1997, as amended by the Ease of Paying Taxes Act on Tax Refunds

Implementing the Provisions of the Ease of Paying Taxes Act on the Filing of Tax Returns and Payment of Taxes and Other Matters Affecting the Declaration of Taxable Income

Implementing the Amendments Introduced by the EOPTA on the Relevant Provisions of Title IV – Value Added Tax (VAT) and Title V – Percentage Tax of the National Internal Revenue Code of 1997, as amended (Tax Code)

Guidelines on the Philippine Sustainable Finance Taxonomy under SEC Memorandum No. 05, series of 2024

SEC OGC Opinion No. 24-02: Re: Composition of Board of Trustees of a Condominium Corporation

SEC-OGC Opinion No. 24-01: Re: Foreign Ownership, Control and Administration of Educational Institutions; Applicability of the Foreign Investments Negative List to Educational Institutions

DOE Prescribes the Framework and Guidelines for the Processing of Applications for Certificate of Energy Projects of National Significance

Revised IRR of Article 96 of the Labor Code of the Philippines (Service Charges Collected by Hotels, Restaurants and Other Similar Establishments)

DOLE Department Order No. 241-24: Implementing Guidelines of the DOLE AMP for Workers and Enterprises

BSP Circular No. 1192 Series of 2024: Bangko Sentral ng Pilipinas Amends Foreign Exchange Regulations Covering Foreign Investments

RMC No. 53-2024: Circularizing the Availability of the Revised BIR Registration Forms Relative to the Implementation of Republic Act No. 11976

Updates and Amendments to the Manual of Regulations for Banks and Non-Bank Financial Institutions Under BSP Circular No. 1189

Effectivity Date of the Provisions of the Philippines-Brunei Double Taxation Agreement

BIR Releases Policies and Guidelines for Brand Registration and Submission of Packaging Labels of Vapor Products and Variants

VAT Exemption Threshold for Sale of House and Lot and Other Residential Dwellings Increased

DOE Amends Guidelines for the Green Energy Auction Program

SEC Requires Corporations to Indicate a Definite Number of Directors in their Articles of Incorporation

DOJ Legal Opinion No. 02-24: Effect of WFH Arrangements to the Tax Incentives of Registered Business Enterprises

BIR Issues Guidelines for Government Remittance of DST

SEC Clarifies Protocols on the Sale of Unissued Shares at a Premium and the Exercise of Pre-Emptive Rights

SEC OGC Opinion No. 23-12: Nationality of the President of a Non-Stock Non-Profit Corporation

Veto of Section 8 of Republic Act No. 11976

SEC Integrates MC 28-2020 and MC 01-2021 into ESPARC And One SEC, Including Automatic Enrollment To eFAST

Tax Treatment of Cross-Border Transactions

Republic Act No. 11967: Internet Transactions Act of 2023

Republic Act No. 11976: Ease of Paying Taxes Act

SEC-OGC Opinion No. 23-09: Eligibility of Logistics Company to be Converted into 100% Foreign-Owned Corporation

SEC Memorandum Circular No. 18, Series of 2023: Guidelines on the Submission of Digital Copies of Applications, Compliance Documents and Other Requests, and Further Reduction of the Number of Hard Copies to be Filed with the SEC

SEC OGC Opinion No. 23-10: Retail Trade Law; Exceptions

SEC Amends List of Authorized Registrars of Qualified and Institutional and Individual Buyers

DOF Issues New Rules on Non-Income Related Tax Incentives

BIR Clarifies the Applicable Taxes Due on Sale of Real Property Considered as Ordinary Assets of the Seller

SEC Grants Final Extension for Amnesty Applications Until 31 December 2023

SEC Releases Guidelines on Declaration of Delinquency Status and Revocation of Certificate of Registration

DOLE Issues Guidelines on Mental Health Policy and Program in the Workplace

SEC Extends Amnesty Application until 06 November 2023

PEZA Issues Memorandum Circular 2023-045: Clarification on the Documentary Requirements in Securing PEZA Visa

BIR Amends Regulations on Estate Tax Amnesty

SEC Memorandum Circular No. 13: Guidelines on Annex C of Rule 12 of Securities Regulation Code Interpreting the Comparative Periods Required in the Management’s Discussion and Analysis

DOE issues Advisory on the Implementation of DOE Department Circular No. DC2023-06-0021

DOE Issues Implementing Guidelines for Offshore Wind Development

Republic Act No. 11956: Further Amending Republic Act No. 11213 or the Tax Amnesty Act

DOLE Labor Advisory No. 18: Engagement or Participation of Children in Public Entertainment or Information

PEZA MC No. 2023-041: Deferment of the Implementation of the Expanded Electronic Zone Transfer System for Interzone Transfers

Updating of Authorized Agent Banks’ Authorized Signatories and Withdrawal Limit

DOE announces Framework for the Efficiency and Optimal Development of Offshore Wind Resources

BIR Circularizes the Additional List of Top Withholding Agents

BIR Clarifies Issues Relative to Implementation of Revenue Regulation No. 3-2023

SEC Amends SRC Rules and Circular on Risk Based Capital Adequacy Ratio for Brokers Dealers

Availability of Revised BIR Form No. 2200-M

PEZA MC No. 2023-038: Payment of Applicable Fees as a Pre-requisite for Any Application filed with PEZA

BIR Issues Regulation for Senior Citizens and PWDs to Avail of Discounts for Online Transactions

BIR Forms for VAT, Percentage Tax and Final Tax Withheld Now Available via eFPS

DOE Prescribes Guidelines on the Philippine Transport Vehicles Fuel Economy Labeling Program

SEC Implements Fees and Charges for Certain IT-Related Services

DOE Promulgates Guidelines for Electric Vehicle Recognition

DOE Department Circular No. DC2023-05-0016: Prescribing the Fuel Economy Performance Rating Guidelines on Road Transport Vehicles

DOE Opens Online Applications for Accreditation and Registration of Electric Vehicle Charging Stations Providers

SEC-OGC Opinion No. 23-05: Allowable Activities of a Representative Office

BIR Reflects PERA Contribution Amendments and Prescribes Tax Credit Certificate Guidelines

DOE Announces the Accreditation and Registration of Electronic Vehicle Charging Stations Providers

BIR Issues Templates for Domestic Corporations Receiving Multiple Foreign-Sourced Dividends Qualified for Tax Exemption

DOLE Issues Reminders for Protection of Rights of Persons with Disabilities in the Workplace

Executive Order No. 32: Streamlining Permitting Process for Telecommunications and Internet Infrastructure Construction

BSP Amends Rules on Reserves Against Deposits and Deposit Substitute Liabilities of Banks