美国证券交易委员会TION 1. Scope. — Pursuant to the provisions of Sections 244 and 245 of the National Internal Revenue Code (NIRC) of 1997, as amended, in relation to Section 22 of Republic Act No. 9856 (Act) otherwise known as the “房地产投资信托 Act of 2009,” these Revenue Regulations are hereby promulgated to implement the tax provisions of the Act.
美国证券交易委员会TION 2. Purpose. These Regulations shall supplement the Implementing Rules and Regulations, as revised, promulgated by the Securities and 交换 佣金 (SEC) in consultation with the Bureau of Internal Revenue (BIR) and the Department of Finance (DOF). Specifically, these Regulations shall prescribe guidelines and conditions for the registration of 房地产投资信托s (REITs), the application of the tax incentives granted to 房地产投资信托s, the availment of dividend tax exemption by an 海外菲律宾投资者, and the withdrawal of tax incentives granted under the Act.
美国证券交易委员会TION 3. Definition of Terms. — For purposes of these Regulations, the term:
(a) “Act “ means Republic Act No. 9856 otherwise known as the “Act Providing the Legal Framework for 房地产投资信托”.
（b）“ 比尔 ”是指国税局。
（d）“Commission” or “SEC” means the Securities and 交换 佣金 of the Philippines. (e) “本构文件” means the 文章 s of incorporation and by-laws of a 房地产投资信托.
（F）“Corporation Code” refers to Batas Pambansa Bilang 68, otherwise known as the 公司代码 of the Philippines.
（G）“Distributable Income” means net income earned for the taxable year as adjusted for unrealized gains and losses/expenses and impairment losses and other items in accordance with internationally accepted accounting standards. Distributable income excludes proceeds from the sale of the 房地产投资信托’s assets that are re-invested in the 房地产投资信托 within one （1） year from the date of the sale.
（一世）“Exchange” means any entity registered with the 佣金 as a stock exchange pursuant to the Securities Regulation Code.
（k）“IRR” refers to the implementing rules and regulations, as revised, promulgated by the 美国证券交易委员会 to implement the provisions of this Act.
（l）“Investible Funds” refer to funds of the 房地产投资信托 that can be placed in investment vehicles other than income-generating real estate such as real estate-related assets, managed funds, government securities, and cash and cash equivalents.
（n）“Investor Securities” or “Investor 分享 ” mean shares of stock issued by a 房地产投资信托 or derivatives thereof.
（o）“ LTRAD 3”是指BIR的大型纳税人定期审计部门3，负责房地产行业的审计
(r) “Principal Stockholder” means a stockholder who is, directly or indirectly, the beneficial owner of more than ten percent (10%) of any class of 投资者证券 of the 房地产投资信托 combined.
(s) “Public Company” means a company listed with the 交换 which has, upon and after listing, at least one thousand (1,000) public shareholders each owning at least fifty (50) shares of any class and who in the aggregate own at least forty percent (40%) of the outstanding capital stock of the 房地产投资信托 at the initial year; provided, that the minimum ownership shall be increased to sixty seven percent (67%) within three (3) years from its listing.
(t) “Public Shareholder” means a shareholder of a 房地产投资信托 other than the following persons (non-public shareholders):
i. The sponsor/promoter of the 房地产投资信托;
ii. A director, principal officer or principal shareholder of the sponsor/promoter of the 房地产投资信托;
iii. A director, principal officer or principal shareholder of the 房地产投资信托;
iv. An associate of a director, principal officer or principal shareholder of the 房地产投资信托 or its sponsor/promoter;
v. A related corporation to the 房地产投资信托 or its sponsor/promoter; and
vi. Any person who holds legal title to the shares of stock of the 房地产投资信托 for the benefit of another for the purpose of circumventing the provisions of the Act.
For purposes of sub-paragraph vi herein, unless proven otherwise, a person is presumed to hold legal title to the shares of stock of the 房地产投资信托 for the benefit of another for the purpose of circumventing the provisions of the Act if at least two (2) of the following facts exist: （1） if he does not have the financial capacity at the time of the acquisition to buy or otherwise acquire the shares appearing in his name; (2) if he executes a proxy or other instrument authorizing that person to represent and vote the shares; (3) if there is any document indicating that he holds the
3 shares as 相信ee for the benefit of that person; (4) if he delivers any cash, stock or property dividends pertaining to the shares to that person; （5） if he assigns his entitlement to any rights offering relating to the shares to that person; (6) if he tenders the shares in response to any tender offer made by that person; and （7） if he sells the shares to that person in any private sale or placement at a discount of at least ten percent (10%) off the closing market price of the shares on the day the private placement or sale is made.
（u）“房地产投资信托” or “REIT” is a stock corporation established in accordance with the 公司代码 of the Philippines and the rules and regulations promulgated by 美国证券交易委员会 principally for the purpose of owning income-generating real estate assets. Except as otherwise provided herein, a corporation becomes a 房地产投资信托 and qualified to avail of the incentives and privileges of the Act when its 房地产投资信托 Plan is rendered effective by the 美国证券交易委员会 and its listing as a 房地产投资信托 is approved by the 交换. For purposes of clarity, a 房地产投资信托, although designated as a “trust”，其技术含义与“trust”根据现有法律和法规，但此处仅用于根据全球最佳实践采用国际认可的公司描述。
（v）“Real Property”的定义应与“Immovable Property”根据《菲律宾民法典》第415条。在本条例中使用的房地产，应与房地产具有相同的含义。
（w）“REIT Plan” refers to the plan, including its amendments, of the 房地产投资信托 registered with the 佣金.
（X）“Taxable Net Income” means the pertinent items of gross income specified in Section 32 of the NIRC less all allowable deductions enumerated in Section 34 of the same Code (itemized or optional standard deductions) and the dividends distributed by a 房地产投资信托 out of its distributable income as of the end of the taxable year as: (a) dividends to owners of the common shares; and (b) dividends to owners of the preferred shares pursuant to their rights and limitations specified in the 文章 s of incorporation of the 房地产投资信托.
(aa) “Unlisted 房地产投资信托” refers to a duly incorporated 房地产投资信托 that has not listed with the 交换.
美国证券交易委员会TION 4. Registration and Classification of 房地产投资信托. A 房地产投资信托 including its branches, shall register once with LTRAD 3, on or before the commencement of its business, in accordance with the provisions of Chapter II of Title IX of the NIRC and its implementing revenue regulations.
Upon registration, a 房地产投资信托 shall submit, together with other documents that the 佣金er may require, certified true copies of its constitutive documents and the 房地产投资信托 Plan, a list of its shareholders, their Tax Identification Number, number of shares held and percentage of holding.
For tax purposes, a 房地产投资信托 is considered as a taxpayer engaged in the real estate business. Hence, real properties owned by a 房地产投资信托 are considered as ordinary assets.
美国证券交易委员会TION 5. Documentary Stamp Tax on the Transfer of 房地产. The transfer of real property to 房地产投资信托s, including the sale or transfer of any and all security interest thereto, shall be subject to fifty percent (50%) of the applicable Documentary Stamp Tax (DST) imposed under Title VII of the NIRC, as amended.
根据NIRC第VII条款的现行规定，如果转让涉及不动产，则根据NIRC第196条对转让不动产的文件施加的DST的税率应降低为7比索和百分之五十（P7.50 ），每超过转让的对价或价值超过P1,000.00的每一千比索（Php 1,000,00）或其中的一小部分。
如果转让涉及代表不动产权益的股票，则根据NIRC第175条对出售或转让股票的股份征收的DST应降低后的税率为三十七分之二（P0.375 ），以该股票的面值每百比索（Php200.00）或小数部分计算。如果转让的股票没有面值，则规定的DST金额应等于原始发行的DST的百分之十二和一半（12 1/2％）。
i. Failure to list with an 交换 within two (2) years from the date of its initial availment of this incentive;
iii. Failure to maintain the listed status of the investor securities on the 交换 and the registration of the investor securities by the 佣金; and/or
美国证券交易委员会TION 6. Taxation of Transfer of 房地产 to a 房地产投资信托. Notwithstanding the foregoing provision, the sale, exchange, or other disposition of real property, 6 including security interest thereto, to a 房地产投资信托 shall, unless otherwise exempt, be subject to income tax/ capital gains tax and value-added tax, if applicable, imposed under the NIRC depending on whether the subject property is classified as capital asset or ordinary asset.
美国证券交易委员会TION 7. Transfer of 房地产 Pursuant to Section 40 (c)(2) of the NIRC.
(a) Transfers or exchanges of real property for shares of stock in a 房地产投资信托 falling under Section 40(C)(2) of the NIRC shall have the following tax consequences:
i. Income tax. The Transferor shall not recognize any gain or loss on the transfer of the property to a 房地产投资信托. Consequently, the Transferor will not be subject to capital gains tax, income tax, nor to creditable withholding tax on the transfer of such property to a 房地产投资信托. Neither may the Transferor recognize a loss, if any, incurred on the transfer.
iii. DST. The transfer of property to a 房地产投资信托 in exchange for its shares is exempt from DST as provided under Section 199 of the NIRC.
“The acquisition of the property described in this title/certificate is by virtue of a tax-free exchange pursuant to Section 40(C)(2) of the National Internal Revenue Code of 1997, in relation to Republic Act No. 9856 or “The 房地产投资信托 Act of 2009”, per Deed of 交换/Assignment dated __________. The substituted basis pursuant to Section 40(C)(5) of the National Internal Revenue Code of 1997 is in the amount of ________________.”
美国证券交易委员会TION 8. Guidelines for the Availment of DST Incentive and the Issuance of CAR. —
（a）根据本条例第5节获得DST激励的各方，应将其与第15-2003号税收备忘录令中列举的适用文件一起，向签发CAR / TCL的有关税收地区办公室提交以下内容：
ii. Two certified true copies of the 本构文件 of 房地产投资信托; iii. Two certified true copies of the Certificate that 房地产投资信托 is listed with the 交换 (for listed 房地产投资信托s) or an undertaking that the 房地产投资信托 shall be listed within two (2) years from the date of its initial availment of the incentive and the escrow agreement referred to in Section 5 hereof (for unlisted 房地产投资信托S).
（b）收入地区官员/授权内部收入官员将发行的不动产或股份份额/参与单位/权益的CAR / TCL，应指明所涉及的交易符合《按照本法规的规定行事。
ii. The Corporate Secretary or equivalent officer of the investee corporation/partnership whose shares/units are transferred by the Transferor to the 房地产投资信托
8秘书（视情况而定）在CAR / TCL签发后的九十（90）天内包含本节中要求的信息。
(e) An unlisted 房地产投资信托 must submit to the concerned RDO the original or certified true copy of the Listing Circular issued by the 交换, or its equivalent document, within two years from the date of its initial availment of this incentive. Failure to comply with this requirement shall result in the release of the amount deposited in escrow in favor of the Bureau (representing payment for the basic DST due) and in making the unlisted 房地产投资信托 liable for interest and penalties under the NIRC. The imposition of the applicable DST, interest and penalties shall be without prejudice to the administrative, civil and criminal liabilities of the parties under the applicable provisions of the Act and the NIRC.
美国证券交易委员会TION 9. Taxation of the Issuance and Transfer of 投资者证券. — The following rules shall apply in the issuance and transfer of investor securities:
美国证券交易委员会TION 10. Income Taxation of 房地产投资信托. A 房地产投资信托 shall be taxable on all income derived from sources within and without the Philippines at the applicable income tax rate of 30% as provided under Section 27 (A) of the NIRC on its taxable net income as defined in these Regulations. Provided, that in no case shall a 房地产投资信托 be subject to a minimum corporate income tax, as provided under Section 27(E) of the NIRC.
In computing the income tax due of a 房地产投资信托, the formula to be used shall be as follows:
= 应税净收入 x 30%
For purposes of this section, the dividends allowed as deductions during the taxable year shall pertain to dividends actually distributed out of the 房地产投资信托S’s distributable income at any time after the close of but not later than the last day of the
fifth (5 th ) month from the close of the taxable year. Any dividends distributed within this prescribed period shall be considered as paid on the last day of 房地产投资信托’s taxable year.
Provided however, the 房地产投资信托 shall place in escrow in favor of the Bureau with an Authorized Agent Bank acceptable to the Bureau the income tax collectible from the 房地产投资信托 on the dividend it declared and deducted from its taxable income for the first and second year of the 房地产投资信托 prior to its attaining the minimum ownership of sixty seven percent (67%) had it been disallowed. The escrowed income tax amount shall be released to the 房地产投资信托 only upon showing of proof of compliance to the increase of minimum ownership to sixty seven percent (67%) within three (3) years from its listing, otherwise, it shall be released in favor of the government in accordance with Section 16 of these Revenue Regulations.
By the end of the third year from its listing, at the latest and thereafter, the 房地产投资信托 shall maintain the minimum public ownership of sixty seven percent (67%). Otherwise, dividend payment shall not be allowed as a deduction from its taxable income.
A 房地产投资信托 is required to submit to LTRAD 3 quarterly a sworn statement containing the list of its shareholders, their Tax Identification Number, their shareholdings, and the percentage that their shareholding represents. Prior to any declaration of any
10 dividends, and for said dividends to be deducted from its income for tax purposes, the 房地产投资信托 shall in addition submit a sworn statement that the minimum ownership requirements for the relevant years – forty percent (40%) for the first two (2) years and sixty seven percent (67%) on or before the end of the third year and thereafter – were maintained at all times.
美国证券交易委员会TION 11. General Conditions for the Availment of Tax Incentives. In order to qualify for the tax incentives under Sections 5 and 10 of these Regulations, a 房地产投资信托 must:
3. Distribute at least ninety percent (90%) of its distributable income as required under the Act and its 内部收益率, as revised.
The failure of a 房地产投资信托 to comply with the foregoing requirements shall be subject to a curing period of thirty (30) days from the occurrence of the event. The 美国证券交易委员会 shall determine the appropriate compliance by the 房地产投资信托 within the curing period, the result of which shall be immediately communicated to the 比尔 .
美国证券交易委员会TION 12. Creditable Withholding Tax. — Provisions of Section 2.57.2 of Revenue Regulations 2-98, as amended, notwithstanding, all income payments subject to the expanded withholding tax received by a 房地产投资信托 shall be subject to a creditable withholding tax rate of one percent (1%).
美国证券交易委员会TION 13. Taxation of Dividends Paid by 房地产投资信托s. — In general, cash or property dividends paid by a 房地产投资信托 shall be subject to a final tax of ten percent (10%), unless:
(c) The dividends are received by an 海外菲律宾投资者 in which case, they are exempt from the dividends tax for seven （7） years from the effectivity of these Regulations.
美国证券交易委员会TION 14. VAT on Gross Sales or Gross Receipts of 房地产投资信托s. — A 房地产投资信托 shall be subject to VAT imposed under Sections 106 and 108 of the NIRC on its gross sales from any disposal of real property, and on its gross receipts from the rental of such real property. A 房地产投资信托 shall not be considered as a dealer in securities and shall not be subject to VAT on its sale, exchange or transfer of securities forming part of its real estate-related assets.
美国证券交易委员会TION 15. General Application of the NIRC — Unless otherwise provided under the Act, the internal revenue taxes under the NIRC, as amended, shall apply. Accordingly, a 房地产投资信托 shall be subject to:
a) 20% final income tax on interest from any currency bank deposit and yield or any other monetary benefit from deposit substitutes and from 相信 funds and similar arrangements and royalties derived from sources within the Philippines;
Moreover, a 房地产投资信托 is considered as withholding agent and is required to file withholding tax returns and remit withholding taxes on all income payments that are subject to withholding pursuant to the provisions of the NIRC and its implementing regulations.
美国证券交易委员会TION 16. Withdrawal of Tax Incentives. (a) A 房地产投资信托 shall be subject to the applicable taxes, plus interests and surcharges, under the NIRC upon the occurrence of any of the following events, subject to the rule on curing period where applicable:
i. Failure of a 房地产投资信托 to maintain its status as a public company;
ii. Failure of a 房地产投资信托 to maintain the listed status of the investor securities on the 交换 and the registration of the investor securities by the 美国证券交易委员会;
iii. Failure of a 房地产投资信托 to distribute at least ninety percent (90%) of its distributable income;
iv. Failure of a 房地产投资信托 to list with an 交换 within the two-year period from date of initial availment of DST incentive; and
v. Revocation or cancellation of the registration of the securities of a 房地产投资信托;
(b) The recovery of the applicable deficiency income tax and DST from a 房地产投资信托 shall be subject to the following rules:
i. For deficiency income tax, an assessment shall be issued by LTRAD 3 against a 房地产投资信托 in accordance with Section 228 of the NIRC and its implementing revenue regulations;
ii. The deficiency income tax of a 房地产投资信托 shall be computed based on its gross income as defined under Section 32 of the NIRC less the deductions under Section 34 of the same Code. The dividends distributed shall not be allowed as deduction from the taxable income;
iv. On the other hand, the deficiency DST equivalent to 50% of the applicable DST, together with the applicable interest, surcharges and penalties, shall immediately become due and demandable, without need of an assessment, reckoned from the date of its initial availment of the DST incentives. For this purpose, a Formal Letter of Demand showing the details of the tax due shall be issued by LTRAD 3 against a 房地产投资信托 and collection of the tax shall be enforced in accordance with Chapter II, Title VIII of the NIRC.
美国证券交易委员会TION 17. Delisting of a 房地产投资信托 and its Tax Consequences. In the event that a 房地产投资信托 is delisted from the 交换, whether voluntarily or involuntarily, for failure to comply with the provisions of the Act or rules of the 交换, the tax incentives granted under the Act, as implemented by these Regulations, shall be ipso facto revoked and withdrawn as of the date the delisting becomes final and executory. Any tax incentives that may have been availed of by the 房地产投资信托 thereafter shall immediately be refunded to the Government together with the applicable interests and surcharges under the NIRC and Section 19 of the Act.
For purposes of this section, an assessment notice shall be prepared to recover the deficiency income tax and DST due from a 房地产投资信托. The deficiency taxes shall immediately become due and demandable and collection thereof shall be enforced in accordance with the provisions of Chapter II, Title VIII of the NIRC.
美国证券交易委员会TION 18. Reports/ Documents to be submitted by a 房地产投资信托. — A 房地产投资信托 shall, in addition to the existing requirements under the NIRC and its implementing regulations, and the requirements contained in the previous paragraphs, submit to LTRAD 3 the following:
(a) Certification by a responsible person designated by 美国证券交易委员会 that 房地产投资信托 is compliant with the minimum public ownership requirement;
(c) Certified True Copy of the Philippine Passport, or Certificate of Recognition issued under Republic Act 9225, of an 海外菲律宾投资者;
（d）Certified True Copy of the Employment Contract of the 海外菲律宾投资者;
(e) Copy of the Contract between the 房地产投资信托 and Fund Manager;
（F）Copy of the Contract between the 房地产投资信托 and Property Manager;
（G）Quarterly written report on the performance of the 房地产投资信托’s funds and properties;
(h) Amendment to the 房地产投资信托 Plan as approved by the 美国证券交易委员会;
(i) Copy of the Valuation Report prepared by the 房地产投资信托 appointed Property Valuer.
Section 20. No Availment of Other Incentives. A 房地产投资信托 availing of tax incentives under the Act shall not be entitled to avail of incentives for the same types of taxes that may be available under special laws.
美国证券交易委员会TION 22. Repealing Clause. — All existing rules and regulations or parts thereof, which are inconsistent with the provisions of these regulations, are hereby revoked.
美国证券交易委员会TION 23. Effectivity. — These Revenue Regulations shall take effect fifteen (15) days after publication in a newspaper of general circulation.