SEC fines Villar Land over late submissions of financial statements
Other Relevant Tax Updates:
- TAX & BUSINESS-RELATED NEWS [AUGUST 18-25]
- SEC OPINION ON APPROPRIATION OF TRADEMARK/TRADE NAME AS A RESULT OF MERGER
- CTA CASES
I. TAX & BUSINESS-RELATED NEWS [AUGUST 18-25]
- Tax appeals court delinks SMC from Marcos estate
- Contractor behind ‘useless’ Kennon Road project is Marcos ally
- European postal services suspend shipment of packages to US over tariffs
- Online sellers hit additional fee charged by Shopee, Lazada
- Leyte mayor with perjury charges suspended for 6 months
- Pag-IBIG offers huge discounts to buyers of foreclosed homes
- BIR urged to probe ‘billionaire’ claims tied to kangkong chips seller
- 3 senators being probed for contractor donations
- LGU’s job post draws flak for ‘below minimum wage’ rate
- COA affirms disallowance of Caloocan’s P198 million confidential expenses
- SEC fines Villar Land over late submission of financial statements
- Sual solar project eligible for green-lane treatment
- Deeds signed for ABS-CBN’s P6.24-B property deal with ALI
- Insurance firm ordered to pay P2.1M to car theft victim
- BIR looking into tax compliance of flood control project contractors
- New taxes ruled out amid record debt
- 14th month pay in private sector bill filed at House
- US has revoked 6,000 student visas under Rubio: State Dept
- Over 500 US-Philippines security engagements set for 2026, including Balikatan
- Clark airport to be linked to North-South train via aircon walkway
- Pangasinan to establish 3 more polytechnic colleges
- Brazil seen shipping more pork to the Philippines
- Security of tenure for independent directors under study
- PCC clears Infroneer acquisition of Sumitomo company
II.SEC OPINION
IN CASE OF A MERGER, THE USE OF TRADE NAMES BY THE SURVIVING CORPORATION IS GENERALLY ALLOWED BY OPERATION OF LAW
Scanasia Overseas, Inc. (SOI), a corporation engaged in the business of importation, distribution, wholesale and retail of all kinds of goods, commodities, merchandise and wares and brokerage commission, indenting, import, forwarding and export business, is seeking an opinion on whether SOI, as the surviving corporation from the merger between SOI and Special Container and Value-Added Services, Inc. (SCVASI), can use “SCVASI” and/or “2Go Special Containers” as trade name. In reply, corporate and trade names are property rights of a corporation. In the case of a merger of two corporations, one survives and continues the business, while the other is dissolved. Although there is a dissolution, there is no winding up of corporate affairs or liquidation of assets since the surviving corporation automatically acquires all the rights, privileges, power, and liabilities of the dissolved corporation. In this case, “SCVASI” and “2Go Special Containers” are trademarks officially registered with the Intellectual Property Office (IPO) under the name of 2Go Group, Inc., the parent company of both SCVASI and SOI. Possibly, 2Go Group, Inc. permitted SCVASI to use those trademarks and/or trade names. Such permission to use is, in itself, a property right which may have been included as one of the rights transferred from the absorbed corporation to the surviving corporation by operation of law, unless otherwise stipulated by the parties. In which case, SOI, as the surviving corporation, may use “SCVASI” and “2Go Special Containers” as its trade names, subject to the limitations imposed by the parent company. [SEC OFFICE OF THE GENERAL COUNSEL OPINION NO. 25-11, JULY 14, 2025]
III. CTA CASES
[THE IMPROPER SERVICE OF A TAX ASSESSMENT RENDERS IT VOID FOR VIOLATING THE TAXPAYER’S RIGHT TO DUE PROCESS] [CIVIL LIABILITY FOR UNPAID TAXES IS INDEPENDENT OF A CRIMINAL TAX CASE, BUT IT MUST BE SIMULTANEOUSLY DETERMINED IN THE CRIMINAL PROCEEDINGS] [TAX COLLECTION MUST GENERALLY BE PRECEDED BY A VALID ASSESSMENT, EXCEPT WHEN NON-PAYMENT IS DUE TO FALSITY, FRAUD, OR WILLFUL OMISSION; IN SUCH CASES, COLLECTION MAY PROCEED WITHOUT PRIOR ASSESSMENT]
The Plaintiff, the People of the Philippines, challenged the Decision and Resolution of the Regional Trial Court (RTC)-Branch 47, Manila, which granted the Demurrer to Evidence filed by the Accused, Ronald Punay Robin, and denied their Motion for Reconsideration on the Civil Aspect of the case. The Plaintiff argues that the RTC erred in granting the Demurrer to Evidence, stating that the underdeclared importation was based on a valid tax assessment which had already become final, executory and demandable, due to the Accused’s failure to avail of administrative and judicial remedies within the prescribed period, even if the assessment is contrary to law. The Plaintiff also maintains that the assessment notices were properly served through valid substituted service. On the other hand, the Accused asserts that the BIR’s reliance on the finality of the tax assessment is an implicit confirmation that the undeclared importation is unsubstantiated. He further argues that the person who received the notices has no authority to accept them. In ruling, the Court held that the assessment was void due to improper service of the notices. It emphasized that due process requires proper service and receipt of both the Preliminary Assessment Notice (PAN) and the Formal Assessment Notice/Final Letter of Demand (FAN/FLD) by the taxpayer to enable the filing of a protest. Absence of such proper service and receipt renders the assessment void. In this case, while the BIR resorted to substituted service, it failed to show that Donald Reyes has the authority to receive the notices, and that personal service was not practicable, allowing resort to substituted service. Additionally, the Court held that civil liability for unpaid tax is independent of a criminal tax case, but it must be simultaneously declared in the criminal proceedings. It also held that the collection of deficiency taxes must be preceded by a valid assessment, except when the non-payment is based on falsity, fraud, or willful omission. It maintains that if the Accused is convicted, it is immaterial that no prior assessment was made or the assessment was void, and the collection may proceed. However, if the Accused is acquitted, the nature of the acquittal will determine the BIR’s right to collect. If the acquittal was based on reasonable doubt on the guilt of the Accused, collection may proceed without an assessment pursuant to Section 222 of the Tax Code. On the other hand, if the acquittal is based on lack of falsity, fraud, or willful omission, the collection of taxes must flow from a valid assessment. Since the assessment in this case was not based on falsity or fraud and was declared void due to improper service, the Plaintiff’s Appeal is DENIED for lack of merit. [PEOPLE OF THE PHILIPPINES VS RONALD PUNAY ROBIN, CTA CRIMINAL CASE NO. A-19, AUGUST 13, 2025]
BIR TAX ASSESSMENT SHOULD BE CANCELLED FOR LACK OF PROOF OF SERVICE
Petitioner Shirley Tan Festin, doing business as CSR Construction and Supply, was assessed by the Respondent Commissioner of Internal Revenue (CIR) covering the Taxable Year (TY) 2014. Despite her pending administrative protest, the Respondent proceeded to enforce collection by issuing a Warrant of Distraint and/or Levy (WDL) and Warrants of Garnishment (WOG). On appeal before the Court, the Petitioner denied receiving the Formal Letter of Demand/Final Assessment Notice (FLD/FAN), thus, the collection measures should be nullified since this is a clear violation of Section 228 of the Tax Code. She also claimed that the right to assess prescribed under Section 203, that the assessments were based on unreliable third-party data, and that the collection measures were premature. Further, she asserted entitlement to a Tax Credit Certificate (TCC) based on the Supplemental Petition for Review she filed. On the other hand, the Respondent maintained that the Petitioner failed to file a valid protest, making the assessments final. He insisted that the assessments had sufficient factual basis, citing undeclared revenues, unexplained net worth increases, and disallowed credits. Likewise, the FLD/FAN was properly served through registered mail, thus satisfying due process requirements. In ruling, the Court held that the Petitioner could not successfully invoke the prescription since she did not present her 2014 tax returns to establish the prescriptive period. However, the Court found that the Respondent failed to prove valid service of the FLD/FAN, as no registry receipts or return cards were presented. This amounted to a violation of the Petitioner’s right to due process, rendering the assessments void and invalidating the WDL and WOG issued for their collection. Nonetheless, the Court denied the Supplemental Petition for Review, holding that the Petitioner was not entitled to a TCC because she failed to comply with the requirements under Revenue Regulations (RR) No. 1-2016 and applied with the wrong office. Consequently, the Court GRANTED the Petition, NULLIFIED the deficiency tax assessments for 2014 together with the WDL and WOG, but DENIED the prayer for issuance of a TCC. [SHIRLEY TAN FESTIN VS. COMMISSIONER INTERNAL REVENUE, CTA CASE NO. 10264, AUGUST 13, 2025]
FLD/FAN ISSUED BEFORE THE EXPIRATION OF THE 15-DAY PERIOD TO REPLY TO PAN VIOLATED DUE PROCESS
Petitioner GMA Worldwide (Phils.), Inc. filed a Petition for Review questioning the April 3, 2023, Notice of Denial of its application for compromise settlement issued by the Respondent Commissioner of Internal Revenue (CIR) in relation to its deficiency Value-Added Tax (VAT) for Taxable Year (TY) 2011. On March 12, 2015, the Petitioner received a Preliminary Assessment Notice (PAN) giving it until March 27, 2015, to reply. However, on March 26, 2015—one (1) day before the expiration of the 15-day reply period—the Respondent issued the Formal Letter of Demand/Final Assessment Notices (FLD/FANs). The protest was denied as late, and the assessments were considered final and demandable. Petitioner later applied for a compromise settlement on the ground of the doubtful validity of the assessment, but the BIR’s Regional Evaluation Board denied it, claiming the Petitioner failed to substantiate its claim. Petitioner argued that the CTA had jurisdiction because the denial was a decision of the CIR under the Tax Code, and the Petition was timely filed. It maintained that the BIR’s right to collect had prescribed due to inaction from 2015 to 2023, and that the VAT assessment was void for lack of factual basis as it relied merely on presumptions of “unaccounted source of cash.” Petitioner also asserted a violation of its right to due process under Revenue Regulations (RR) No. 12-99 when the FLD/FANs were issued before the lapse of the 15-day period to reply to the PAN. On the other hand, the Respondent countered that the denial was valid, the assessment was based on verified documents like VAT returns and financial statements, tax assessments are presumed correct, and the CTA lacked jurisdiction because the assessment had become final. In ruling, the Court ruled in favor of the Petitioner, holding that it had jurisdiction since the denial involved a matter under the Tax Code and the Petition was filed within the 30-day period. On the merits, the Court found the VAT assessment void for being based on mere presumptions without an actual factual foundation, applying CIR v. Hantex Trading. It also held that issuing the FLD/FANs before the expiration of the 15-day period violated due process under Prime Steel Mill, Inc. v. CIR, rendering the assessment null and incapable of attaining finality. Consequently, the Court annulled the Notice of Denial and CANCELLED the deficiency VAT assessment and the corresponding collection demand. [GMA WORLDWIDE (PHILS.), INC. VS. COMMISSIONER OF INTERNAL REVENUE, CTA CASE NO. 11158, AUGUST 1, 2025]
[CLAIMS FOR VAT REFUND ARE TO BE FILED WITH & PROCESSED BY THE CONCERNED RDO & SHALL BE SUBJECT TO THE APPROVAL/DISAPPROVAL BY THE REGIONAL DIRECTOR] [THE PARTY CONCERNED MUST BE GIVEN AN OPPORTUNITY TO OBJECT BEFORE THE COURT COULD TAKE JUDICIAL NOTICE OF ANY RECORD PERTAINING TO OTHER CASES PENDING BEFORE IT]
Petitioner Sankyu-ATS Consortium B filed a Petition for Review seeking the reversal of the earlier Decision and Resolution of the Special First Division denying its claim for a Value-Added Tax (VAT) refund for the third quarter of taxable year 2018. Petitioner argues that its sales to Philippine Sinter Corporation (PSC), a PEZA-registered enterprise, were zero-rated, as it operates solely for PSC. It claims the PEZA Certification was properly submitted and should have been given weight, as there is no objection from the Respondent Commissioner of Internal Revenue (CIR). Citing prior cases where the same evidence was accepted, Petitioner seeks procedural leniency due to the counsel’s oversight. In ruling, the Court upheld the denial of the admission of Exhibit “P-2” (PSC’s PEZA Certification), finding that Petitioner failed to establish PSC’s PEZA registration, a critical element to prove its sales were zero-rated. The Special First Division ruled that the Petitioner’s failure to timely move for reconsideration of the denial rendered its objections moot, and judicial notice of the Certification was not proper since it did not meet the requisites for such. The Court emphasized that judicial notice of records from other cases requires notice to the opposing party, which did not occur. Although the Petitioner submitted other documents like sworn certifications, VAT returns, invoices, and receipts, these were deemed insufficient without proof of PSC’s PEZA registration. Furthermore, the Court found that the Petition for Review should have been dismissed for lack of jurisdiction, as the denial letter appealed from was issued by Revenue District Office (RDO) No. 98 and not signed by an authorized official (e.g., the Commissioner or Regional Director), contrary to Revenue Memorandum Circular (RMC) No. 17-2018 and the requirements under the Revised Rules of the Court of Tax Appeals (RRCTA). Consequently, the Petition was DENIED for lack of merit. [SANKYU-ATS CONSORTIUM B VS. COMMISSIONER OF INTERNAL REVENUE, CTA EN BANC CASE NO. 10471, JULY 31, 2025]
COMMERCIAL INVOICE IS INSUFFICIENT TO SUPPORT VAT ZERO-RATING SALES TRANSACTIONS CONSIDERING ITS SUPPLEMENTAL NATURE & CANNOT BE TREATED AS EQUIVALENT TO VAT SALES INVOICE AS PROOF OF ZERO-RATED SALES
The Petitioner, MD Davao Agri-Ventures, Inc., filed a Petition for Review seeking to reverse and set aside the Decision of the Respondent, Commissioner of Internal Revenue (CIR), which denied its application for a Value-Added Tax (VAT) refund. The Petitioner argued that it complied with all the requisites for a valid refund and submitted all the required documents to support its application. On the other hand, the Respondent counters that the Petitioner failed to adequately substantiate its claim for refund. In ruling, the Court held that for a claim for tax credit or refund to be successful, the taxpayer must be engaged in zero-rated or effectively zero-rated sales. For export sales to qualify as VAT zero-rated, one of the essential requisites is that a VAT sales invoice‒either a cash or charge sales invoice‒must be issued as proof of the sale of goods. In this case, the Court found that the commercial invoices presented by the Petitioner are insufficient to support its VAT zero-rating sales transactions, since commercial invoices are only supplemental documents, and cannot be treated as equivalent to “VAT sales invoice” or as proof of zero-rated sales. Thus, for Petitioner’s failure to establish zero-rated sales, the Petition is DENIED. [MD DAVAO AGRI-VENTURES, INC. VS COMMISSIONER OF INTERNAL REVENUE, CTA CASE NO. 10625, JULY 29, 2025]
Tax appeals court delinks SMC from Marcos estate [Philippine Daily Inquirer, August 25, 2025]
The Court of Tax Appeals (CTA) has barred the Bureau of Internal Revenue (BIR) from seizing P8.6 billion worth of shares in San Miguel Corp. (SMC) as part of the settlement of a 34-year-old tax case involving the estate of deceased former President Ferdinand Marcos.
https://newsinfo.inquirer.net/2099853/tax-appeals-court-delinks-smc-from-marcos-estate
Contractor behind ‘useless’ Kennon Road project is Marcos ally [Cebu Daily News, August 25, 2025]
Cuyop, 56, ran as congressman of Ifugao’s lone district in the May 2025 elections but lost the post to lawyer Solomon Chungalao.
European postal services suspend shipment of packages to US over tariffs [Inquirer.Net, August 25, 2025]
The end of an exemption on tariff duties for low-value packages coming into the United States is causing multiple international postal services to pause shipping as they await more clarity on the rule.
Online sellers hit additional fee charged by Shopee, Lazada [The Philippine Star, August 25, 2025]
Online sellers are restive over a new P5 “order processing fee” that e-commerce giants Shopee and Lazada will charge them starting Sept. 3.
Leyte mayor with perjury charges suspended for 6 months [The Manila Times, August 25, 2025]
Renomeron’s suspension stemmed from perjury charges filed against her in connection with an alleged “unsolemnized” wedding in 2013.
Pag-IBIG offers huge discounts to buyers of foreclosed homes [ABS-CBN News, August 25, 2025]
The discount sale aims to expand access to ready-for-occupancy homes for Filipino workers. Under the program, which begins today, August 25 until December 14, 2025, there is a 40 percent discount on occupied units and up to 35 percent on unoccupied units, creating more affordable homeownership opportunities for Filipino workers.
BIR urged to probe ‘billionaire’ claims tied to kangkong chips seller [interaksyon, August 22, 2025]
Mojica previously made headlines after violating the Anti-Distracted Driving Act by using his smartphone to record himself while driving a sports car on the highway.
3 senators being probed for contractor donations [The Philippine Star, August 22, 2025]
Philippine election law prohibits government contractors from donating to campaign kitties. Section 95(c) of the Omnibus Election Code states that “natural and juridical persons who hold contracts or sub-contracts to supply the government…with goods or services or to perform construction or other works” are banned from directly or indirectly contributing to partisan political activity.
https://www.philstar.com/headlines/2025/08/22/2467206/3-senators-being-probed-contractor-donations
LGU’s job post draws flak for ‘below minimum wage’ rate [interaksyon, August 22, 2025]
For comparison, the daily minimum wage for non-agricultural workers in Metro Manila is P695, while workers in agriculture, retail or service, and small manufacturing establishments must earn P658 per day.
COA affirms disallowance of Caloocan’s P198 million confidential expenses [The Philippine Star, August 22, 2025]
The Commission on Audit (COA) has “affirmed with finality” the disallowance of P198 million in confidential and intelligence expenses of the Caloocan City government from 2008 to 2013 when Enrico Echiverri was mayor.
SEC fines Villar Land over late submission of financial statements [ABS-CBN News, August 21, 2025]
Villar Land said that the delay in filing the pertinent documents was “not due to the refusal of our external auditor to sign the 2024 Audited Financial Statements but because of said auditor’s varying requests for additional audit procedures to review the valuation of the properties acquired by Villar Land in Villar City.”
Sual solar project eligible for green-lane treatment [BusinessWorld, August 21, 2025]
In a statement on Thursday, the BoI said it has awarded a green-lane certificate for the company’s 61.551-megawatt-peak Capantolan Solar Power Project, making the developer eligible for the expedited permit process.
Deeds signed for ABS-CBN’s P6.24-B property deal with ALI [BusinessWorld, August 21, 2025]
The sale covers up to 30,000 square meters, or 68.14% of ABS-CBN’s 44,027.30-square-meter property.
Insurance firm ordered to pay P2.1M to car theft victim [Philippine Daily Inquirer, August 20, 2025]
The Supreme Court has ordered an insurance company to pay at least P2.1 million to a man who lost his vehicle to theft even though it was eventually recovered.
https://newsinfo.inquirer.net/2097954/insurance-firm-ordered-to-pay-p2-1m-to-car-theft-victim
BIR looking into tax compliance of flood control project contractors [ABS-CBN News, August 20, 2025]
The Bureau of Internal Revenue said it would look into the tax compliance of contractors involved in flood control projects after President Ferdinand Marcos Jr. bared names of construction companies which got big-ticket contracts.
New taxes ruled out amid record debt [BusinessWorld, August 20, 2025]
Speaking with reporters after a Development Budget Coordination Committee briefing at the House of Representatives on Monday evening, Mr. Recto said the Marcos administration would instead focus on previously filed measures including an excise tax on single-use plastics and a tax amnesty program.
https://www.bworldonline.com/top-stories/2025/08/20/692554/new-taxes-ruled-out-amid-record-debt/
14th month pay in private sector bill filed at House [ABS-CBN News, August 19, 2025]
Under House Bill 3808 filed by Trade Union Congress of the Philippines (TUCP) party-list Rep. Raymond Mendoza, 13th month pay will be given to private workers by June 24th while 14th month pay will be distributed by December 24th annually, “provided that the frequency of payment of this monetary benefit may be the subject of agreement between employer and employee or any recognized/collective bargaining agent of employees.”
US has revoked 6,000 student visas under Rubio: State Dept [ABS-CBN News, August 19, 2025]
Rubio has argued that the administration has the right to issue and revoke visas without judicial review and that non-US citizens do not enjoy the US constitutional right to free speech.
Over 500 US-Philippines security engagements set for 2026, including Balikatan [The Philippine Star, August 19, 2025]
Armed Forces of the Philippines chief Gen. Romeo Brawner Jr. and Admiral Samuel Paparo, commander of the US Indo-Pacific command, signed the 8-star memo and activities list during the annual Mutual Defense Board-Security Engagement Board (MDB-SEB) at Camp Smith, Hawaii, on August 7.
Clark airport to be linked to North-South train via aircon walkway [ABS-CBN News, August 19, 2025]
Travelers using the Clark International Airport will be able to ride trains that can take them to Manila and Laguna, the private operator of the airport said on Tuesday.
Pangasinan to establish 3 more polytechnic colleges [Philippine News Agency, August 18, 2025]
The provincial government of Pangasinan is set to establish three new campuses of the Pangasinan Polytechnic College (PPC) in the towns of Bugallon, Umingan, and San Carlos City.
https://www.pna.gov.ph/articles/1256803
Brazil seen shipping more pork to the Philippines [Inquirer Plus, August 18, 2025]
Brazil is the Philippines’ leading supplier of meat. It accounts for more than 43 percent of meat exports to the Philippines as of April, based on the government data.
https://plus.inquirer.net/business/brazil-seen-shipping-more-pork-to-the-philippines/
Security of tenure for independent directors under study [Inquirer Plus, August 18, 2025]
Securities and Exchange Commission (SEC) Chair Francis Lim on Friday told reporters they were looking at issuing a new memorandum circular that would explicitly ensure a nine-year term, meaning independent directors cannot be removed from their post except under certain circumstances.
https://plus.inquirer.net/business/security-of-tenure-for-independent-directors-under-study/
PCC clears Infroneer acquisition of Sumitomo company [Inquirer Plus, August 18, 2025]
Infroneer, a Tokyo-based infrastructure services company, plans to make Sumitomo its wholly owned subsidiary through a public takeover bid.
https://plus.inquirer.net/business/pcc-clears-infroneer-acquisition-of-sumitomo-company/
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