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Assignment or Donation?

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1 Assignment or Donation? on Mon Mar 07, 2011 12:37 pm

annielacuna


Arresto Menor
My father set up a real estate company to hold the properties he owns. My father is now dead but the company's shares of stock are primarily under my mother's name 75% and the rest divided among the 7 children.. all living. My mother is now mentally incapable of making any decision. We have to transfer the shares of stock to the children. which would be a better route? Assignment or Donation? The last remaining property is worth P18M, 3 of the children are now US citizens ; 5 or the children are permanent residents abroad. Only 2 are here in the Philippines. My mother just had another stroke and I am rushing to fix up the papers.
Also, the corporation was set up in 1984 but since 1986, it has not filed anything with the SEC or the BIR. I still don't know what the status is with the SEC.
The previous Secretary is in the US, my mom is Treasurer and President. All board resolutions after 1985 were never filed with the SEC.
There are 2 ownership structures/number of shares outstanding and paid for. The earlier on was filed with the SEC... the last one... not any more. Which data should I use to make the Assignment/Donation document? Common sense tells me the earlier though. Is that right?
Annie Lacuna

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2 Re: Assignment or Donation? on Mon Mar 07, 2011 7:57 pm

attyLLL


moderator
what do you mean the last remaining property?there were others? what happened to them?

when your father died, was his estate settled? are there still shares in his name?

this may be a bit complicated to discuss in the forum. you can send me an email at attylllaw@gmail.com or a private message.


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3 Re: Assignment or Donation? on Mon Mar 07, 2011 8:42 pm

annielacuna


Arresto Menor
There were 2 other properties under the corporation which were already sold before 1993. The monies were remitted to the US where my parents were residing as immigrants. My mom became a US citizen in 1992 and then applied for dual citizenship here in 2006. She returned here to the Philippines in 2005 for health reasons.
These 2 properties that were sold and the one that was left in the corporation used to be under the names of my parents but were transferred to the corporation via a Deed of Sale.
When my father passed away in the US, he had no more assets under his name... hence no more estate. All assets of my mother and father in the US were put under a living trust in the US a few months before his demise. The remaining property here in the Philippines couldn't be put under the living trust as US laws won't be able to enforce action here in the Philippines anyway.
There were no shares of the corporation under my father's name. Everything was under my mom's and the children's names.

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4 Re: Assignment or Donation? on Mon Mar 07, 2011 10:08 pm

attyLLL


moderator
whether your mom donates, assigns or sells the shares to the kids, the BIR will ask you to produce an audited financial statement which was submitted to the SEC so that a Certificate Authorizing Registration will be issued. Once you submit that to the SEC, it may trigger an investigation and there will surely be fines.

another way i can think of is for the corporation to sell the property. it can be to the children or to someone else.


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5 Re: Assignment or Donation? Today at 4:01 pm

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