Free Legal Advice Philippines

Disclaimer: This web site is designed for general information only and does not create attorney-client relationship. Persons accessing this site are encouraged to seek independent counsel for legal advice regarding their individual legal issues.

Log in

I forgot my password




You are not connected. Please login or register

A Taxing Tax Matter

View previous topic View next topic Go down  Message [Page 1 of 1]

1 A Taxing Tax Matter on Wed Jul 20, 2016 3:20 pm

keilah


Arresto Menor
I just became the new accountant for two schools. And I was hoping for advice on a tax matter involving the schools. One school (School A) offers a college degree and TESDA programs, the other (School B) is an elementary school. Both are registered under SEC under different names. However, both schools share the same location, share the same clerical and front office staff, and the same receipt and expense vouchers. Prior to this year, the financial information for both schools had been consolidated into one financial statement and one annual income tax return.
      We are also now in the process of amending the Articles of Incorporation to merge the two schools into one since technically, both are just one corporation. The management here are working to make the Amendment certified and official as soon as possible and are very willing to remedy the taxation dilemma:
1. Should we pass separate financial statements for School A and B though the receipts are shared?
2. The Annual ITRs we passed were named under School A, but the past bookkeeper included the information of both School A and B. Does this need to be amended?
3.      Any thoughts on the ramifications of such an amendment with  BIR? Hoping nothing worse than penalties and surcharges (i.e. a legal case)

View user profile

2 Re: A Taxing Tax Matter on Wed Jul 20, 2016 4:48 pm

Lunkan


Reclusion Perpetua
1. Yes.
(I don't know if the Philippines allow business to start when the REGISTRATION is send to SEC and BIR.)
BUT IF you do the merge by School A buy School B as I write down under, then you can do it now direct in BIR point of view. But I don't know if that mess up something with TESDA.

2 and 3. Well. I don't know if it's best to show BIR it's wrong done or hope they will not notice Smile I guess best to tell them, but I don't know how high the extra fees can be and if they will notice.
How long time has BIR approved showing School B in School A? Or hasn't they answered concerning any year they are shown together?
Hasn't BIR complained School B hasn't filled tax forms?


I suppouse the MERGE is done rather easy by
1. KEEP School A SEC registration,
2. school A buy the assets School B has.
3. Change TESDA for school B to school A.
(Switch is done easiest in acounting point of view at the year switch to 2017)
but in school point of view I suppouse it's best to switch when the SCHOOL year switch. I suppouse less hard to switch the acounting DURING 2016 at the school year switch if that's possible still this year.

NOTE! It's important to UNregister school B to avoid future problems with BIR.

View user profile

3 Re: A Taxing Tax Matter on Thu Jul 21, 2016 11:35 am

attyLLL


moderator
no merger is valid until properly approved by the SEC, and BIR has to look at them as separate entities.


_________________
[i] Visit our FB Page: BPO Employee Legal Advice
Warning and Disclaimer: I am not your lawyer; and you are not my client. With the limitations of an  Internet forum, a thorough review of your concern is not possible. View my comments at YOUR OWN RISK. It is best to actually retain a lawyer for your individual concerns.
View user profile

4 Re: A Taxing Tax Matter on Thu Jul 21, 2016 7:01 pm

Lunkan


Reclusion Perpetua
attyLLL wrote:no merger is valid until properly approved by the SEC, and BIR has to look at them as separate entities.
Even when it's a BUYUP ??
If so, then several businesses would be stucked up long time.

View user profile

5 Re: A Taxing Tax Matter on Fri Jul 22, 2016 12:02 pm

attyLLL


moderator
if it were a mere asset purchase, then the case would be different. but as you already described it, this was a merger.


_________________
[i] Visit our FB Page: BPO Employee Legal Advice
Warning and Disclaimer: I am not your lawyer; and you are not my client. With the limitations of an  Internet forum, a thorough review of your concern is not possible. View my comments at YOUR OWN RISK. It is best to actually retain a lawyer for your individual concerns.
View user profile

6 Re: A Taxing Tax Matter on Fri Jul 22, 2016 2:42 pm

Lunkan


Reclusion Perpetua
attyLLL wrote:if it were a mere asset purchase, then the case would be different. but as you already described it, this was a merger.
But a merger can be made with different metthods. Sometimes it can't be done by buyup of some other reason, but otherwice it's rather simple leting one buy the other.

View user profile

7 Re: A Taxing Tax Matter on Sat Jul 23, 2016 12:23 pm

attyLLL


moderator
from a legal sense, a merger is very specific. both entities remain to be existing until the SEC approves the merger. In this case, I understand that there are 2 schools using two different names, so to me, it is clear there are 2 entities.


_________________
[i] Visit our FB Page: BPO Employee Legal Advice
Warning and Disclaimer: I am not your lawyer; and you are not my client. With the limitations of an  Internet forum, a thorough review of your concern is not possible. View my comments at YOUR OWN RISK. It is best to actually retain a lawyer for your individual concerns.
View user profile

8 Re: A Taxing Tax Matter on Sat Jul 23, 2016 4:23 pm

Lunkan


Reclusion Perpetua
attyLLL wrote:from a legal sense, a merger is very specific. both entities remain to be existing until the SEC approves the merger. In this case, I understand that there are 2 schools using two different names, so to me, it is clear there are 2 entities.
Yes, but it's less need of lawyers hihi if one buy all the assets in the other and the other SEC is ended.
(I mean in business laws point of view, but I don't know if an other merge method is better because of TESDA.)

View user profile

9 Re: A Taxing Tax Matter Today at 10:09 pm

Sponsored content


View previous topic View next topic Back to top  Message [Page 1 of 1]

Permissions in this forum:
You cannot reply to topics in this forum