Corporate Compliance · Share Transfers
Shareholder transfer and assignment of shares
Ownership changes documented, taxed and recorded correctly, from the deed of assignment to the stock and transfer book.
Overview
Moving ownership, properly recorded
Shares in a Philippine corporation change hands through a deed of sale or assignment, but the transfer is not effective against the corporation until it is recorded in the stock and transfer book. Before that recording can happen, the BIR must issue an electronic Certificate Authorizing Registration (eCAR), which requires the applicable taxes to be settled first.
For shares not traded on the stock exchange, a sale generally attracts capital gains tax on the net gain and documentary stamp tax, and a transfer for less than fair value can also trigger donor’s tax. Restrictions in your articles or bylaws, such as rights of first refusal, and any foreign equity limits on your business also have to be respected.
What we handle
Transfers handled end to end
From the deal to the updated record.
Transfer documentation
Deeds of sale or assignment and supporting resolutions prepared.
Tax computation and filing
Applicable taxes computed and filed with the BIR.
eCAR processing
The Certificate Authorizing Registration secured from the BIR.
Recording and reporting
Transfer recorded, certificates issued and the GIS updated.
How it works
How a transfer works
Four stages from deal to record.
Review
Restrictions, approvals and foreign equity limits checked before signing.
Deed and signing
Transfer documents prepared and executed.
Taxes and eCAR
Taxes settled and the eCAR secured from the BIR.
Recording
Stock and transfer book updated and the change reported to the SEC.
Estimated timeline
Within 60 Days from completion of documents
Timelines are estimates and depend on complete documents and government agency processing.
Why transfer shares with ILA
Checked before signing
Restrictions and ownership limits reviewed up front.
Taxes handled
Computation, filing and eCAR managed with the BIR.
Record complete
Book, certificates and SEC filings all updated.
Frequently asked questions
Share transfer questions, answered
What taxes apply to a share transfer?
For shares not listed on the stock exchange, typically capital gains tax on the net gain and documentary stamp tax, with donor’s tax possible where shares are transferred below fair value. We confirm the applicable taxes and rates for your transaction.
Why can't the transfer be recorded right after signing?
The corporate secretary cannot record the transfer until the BIR issues the eCAR, which in turn requires the taxes to be paid. Until then, the transfer is not effective against the corporation.
Can shares be transferred to a foreign buyer?
Yes, provided the result stays within any foreign equity limits that apply to your business. We check this before the deed is signed.
Buying, selling or assigning shares?
Book a free consultation and we will map the steps and taxes for your transfer.
