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Gentlemen :
This refers to your letter dated January 17, 2011 stating that your client,
Amkor Technology Philippines, Inc. (Amkor), is a subsidiary of Amkor
Technology Singapore Holding Pte., Ltd.; that Amkor is a corporation duly
registered with the Securities and Exchange Commission (SEC) under SEC
Registration No. 69355; that it is primarily organized —
that in a Special Meeting of the Board of Directors of Amkor duly called and held
on December 15, 2009, it was unanimously passed recommending the shortening
of the term of existence of the Corporation thereby dissolving the corporation, and
to amend Article Fourth of the Articles of Incorporation of the Company, as
follows:
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"RESOLVED, that the resolution passed by the Board on April 2,
2009 be and they hereby are cancelled; and be it
that on January 15, 2010, the SEC approved its application for the shortening of its
corporate term until said date; and that considering that Amkor uses the calendar
year (December 31) as its taxable period, the short period return to be filed as a
result of its dissolution is in fact its final income tax return (ITR) for taxable year
2010 since the same will cover the entire taxable year.
In reply thereto, please be informed that Section 52 (C) of the Tax Code
provides:
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"Prior to the amendment of the Tax Code by Republic Act No.
8424 (Tax Reform Act of 1997), the filing of short period return was
expressly required for corporations contemplating dissolution but not for
corporations contemplating reorganization such as merger. Nevertheless,
the requirement for the filing of the short period return has been applied to
absorbed corporations in cases of merger. Thus, the Supreme Court
decided that the short period return of an absorbed corporation should be
filed within 30 days after the cessation of its business or thirty days after
the approval of the Articles of Merger. [Bank of the Philippine Islands vs.
Commissioner of Internal Revenue, G.R. No. 144653, August 28, 2001.]
The Supreme Court affirmed the decision of the Court of Tax Appeals that
based its pronouncement on Sec. 78 of the then Tax Code and Sec. 244 of
Revenue Regulations No. 2, viz.: IcTEaC
As regards the request for an additional time for the Allstate to file
the Short Period Return, that is, within 60 days from the date of the SEC's
approval of the merger, having found your reasons to be meritorious, your
request is hereby granted."
This was later reiterated in BIR Ruling No. DA-171-08 dated March 17,
2008, as follows:
Applying the aforequoted law and the jurisprudential authorities cited above
to the case under consideration, this Office hereby GRANTS an extension of sixty
(60) days from January 30, 2011 until March 31, 2011, for Amkor to submit its
final ITR for the taxable year 2010, without the imposition of any interest and
penalty.
This ruling is being issued on the basis of the foregoing facts as represented.
However, if upon, investigation, it will be disclosed that the facts are different,
then this ruling shall be considered null and void. aCATSI
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