Documentary Stamp Tax on Shares of Stock in the Philippines

Documentary stamp tax in the Philippines is imposed on the issuance and transfers of shares of stock in the Philippines, whether a par value shares of stock (with minimum fixed value for issuance in the Articles of Incorporation in the Philippines) or a no par value shares of stock. Documentary stamp tax on shares of stock in the Philippines is imposed upon any party – the issuer corporation / seller stockholder, or the buyer stockholder, based on the subscription of such shares, regardless of the issuance of stock certificates.

Documentary stamp tax on original issuance of shares in Philippines

On every original issue, whether on organization, reorganization or for any lawful purpose, of shares of stock by any association, company or corporation, there shall be collected a documentary stamp of One peso (P1.00) on each Two hundred pesos (P200), or fractional part thereof based on the following:

1. Par value, of such shares of stock.
2. Actual consideration for the issuance of such shares of stock  in the case of shares of stock without par value,
3. On the actual value represented by each share in the case of stock dividends.

Original issuance of shares of stocks in the Philippines refers to the issuance of shares of stocks of a corporation to the stockholders. This applies in the following instances:

1. Approval of the application for registration of stock corporation with the Securities and Exchange Commission (SEC) with respect to the pre-incorporation subscription, e.g. minimum subscription of 25% based on authorized capitalization;
2. Increase of authorized capitalization with the SEC requiring a minimum subscription of 25% based on authorized capitalization also;
3. Issuance of unsubscribed authorized capitalization requiring an application for confirmation of Securities Regulation Code (SRC) exemption under SRC Rule No. 10.1 with  with the SEC;
4. Issuance of shares of stock through declaration of stock dividend in the Philippines

 Sample computation of DST on original issuance of shares

C Corporation applies for SEC registration with an authorized capitalization of P10M, subscribed and paid-up capitalization of P3M worth of par value shares divided among the five (5) incorporators. Upon approval of the Articles of Incorporation and By-laws, its documentary stamp tax in the Philippines shall be computed as follows:

Par value of original issue of shares         PhP 3M

Divided by                                                           P  200

DST due in the Philippines                            PhP15k

In the above illustration on how to compute DST on original issuance of shares, C Corporation shall be liable for P15k DST in the Philippines.

Documentary stamp tax on sale or transfer of shares in Philippines

On all sales, or agreements to sell, or memoranda of sales, or deliveries, or transfer of shares or certificates of stock in any association, company, or corporation, or transfer of such securities by assignment in blank, or by delivery, or by any paper or agreement, or memorandum or other evidences of transfer or sale whether entitling the holder in any manner to the benefit of such stock, or to secure the future payment of money, or for the future transfer of any stock, there shall be collected a documentary stamp tax of:

1. Seventy-five-centavos (P0.75) on each Two hundred pesos (P200), or fractional part thereof, of the par value of such stock, or
2. Twenty-five percent (25%) of the documentary stamp tax paid upon the original issue of said stock in the case of stock without par value

Only one tax shall be collected on each sale or transfer of stock from one person to another, regardless of whether or not a certificate of stock is issued, indorsed, or delivered in pursuance of such sale or transfer. For purposes of the transfer by the Corporate Secretary in the Stock and Transfer Book (STB) of such shares of stock from the seller to the buyer, a Certificate Authorizing Registration (CAR) shall be secured with the Bureau of Internal Revenue (BIR). DST in the Philippines shall be paid upon such transfer of shares and the DST returns is required by the BIR for the issuance of CAR.

Documentary Stamp Tax on Listed Shares

Under Section 199(e) of the Tax Code of the Philippines, as amended, sale, barter, or exchange of shares of stock listed and traded through the local stock exchange are exempted from documentary stamp tax in the Philippines.

Filing and payment of documentary stamp tax on shares in Philippines

DST on shares of stock in the Philippines is required to be filed and paid not later than the 5th day of the month following the month of issuance or transfer of such shares of stock in the Philippines. BIR Form No. 2000 is normally used for the original issued of shares, while  BIR Form No. 2000-OT for sale or transfer of shares and used as a requirement is securing BIR Certificate Authorizing Registration. Alternatively, electronic filing and payment system (EFPS) filers may do it under online filing.

Disclaimer: This article is for general conceptual guidance only and is not a substitute for an expert opinion. Please consult your preferred tax and/or legal consultant for the specific details applicable to your circumstances. For comments, you may please send mail at in**@ta************.org.