Review of BIR Ruling No. 508-12 dated 3 August 2012

November 19, 2018DOF OPINION NO. 012-18Deguzman Celis & Dionisio Law OfficesSuite C, 15th Floor, Strata 2000 BuildingF. Ortigas Jr. Road, Ortigas CenterPasig City 1605 RE : Review of BIR Ruling No. 508-12 Dated 3 August 2012 Gentlemen :This is in reference to your request for review, in behalf of your client Nutri-Asia, Inc. (NAI), of the Bureau of Internal Revenue (BIR) Ruling No. 508-12 dated 3 August 2012, which held that the transfer of assets of NA Prime Resources Corporation (NPRC) to NAI pursuant to a plan of merger is subject to donor's tax and that such has the effect of dissolution and liquidation without payment of taxes, to wit: "In reply thereto, please be informed that after a careful review of the above corporate re-organization, the intended re-organization is an upstream merger between a parent company [NAI] and its subsidiary [NPRC], where the former will not be issuing any shares to [NPRC], in exchange for the assets to be transferred by [NPRC] to NAI as a result of the merger. In effect, the said...