CORPORATIONS Corporation Defined
For income tax purposes, a corporation as defined under Section 22 of RA 8424 shall include:
Partnerships, no matter how created or organized
Joint Stock companies
Joint accounts (cuentas en participation)
BUT DOES NOT INCLUDE:
General professional partnerships; and
A joint venture or consortium formed for the purpose of undertaking:
Construction projects; or
Engaging in petroleum, coal geothermal and other energy operations pursuant to an operating or consortium agreement under a service contract with the government.
Joint venture or consortium
is a commercial undertaking by two or more persons, differing from a partnership in that it relates to the disposition of a single lot of goods or the completion of a single project.
IN GENERAL, a joint venture or consortium is taxable as corporation unless it refers to joint ventures described above. Additional requirements are as follows:
A joint venture or consortium formed for the purpose of undertaking construction projects is not considered as corporation (RR 10-2012, effective June 2012) provided:
The joint venture was formed for the purpose of undertaking a construction project; and
Should involve joining/pooling of resources by licensed local contracts; that is, licensed as general contractor by the Philippine Contractors Accreditation Board (PCAB) of the Department of Trade and Industry (DTI)
The local contractors are engaged in construction business; and
The joint venture itself must likewise be duly licensed as such by the Philippine Contractors Accreditation Board (PCAB) of the Department of Trade and Industry (DTI)
Joint ventures involving foreign contractors may also be treated as a non-taxable corporation provided:
The member foreign contractor is covered by a special license as contractor by the PCAB.
The construction project is certified by the appropriate Tendering Agency (government office) that the project is a foreign financed/internationally-funded project and that international bidding is allowed under the Bilateral Agreement entered into by and between the Philippine Government and the foreign/international financing institution pursuant to the implementing rules and regulations of Republic Act No. 4566 otherwise known as Contractor’s License Law.
A joint venture or consortium for engaging in petroleum, coal, geothermal and other energy operations pursuant to an operating consortium agreement under a service contract with the government.
TREATMENT OF CO-VENTURER’S SHARE IN THE JOINT VENTURE PROFIT
Joint stock companies are constituted when a group of individuals, acting jointly; establish and operate business enterprise under an artificial name, with an invested capital divided into transferable shares, an elected board of directors, and other corporate characteristics, but operating without formal government authority.
Joint Account Companies
Joint account (cuentas en participacion) is constituted when one interests himself in the business of another by contributing capital thereto, and sharing in the profits or losses in the proportion agreed upon. They are not subject to any formality and may be privately contracted orally or in writing. The term “associations” includes all organizations which have substantially the salient features of a corporation to be taxable as a “corporation.”
CLASSIFICATION OF CORPORATE TAXPAYERS
Domestic Corporation (DC)
Is a corporation created or organized in the Philippines or under its laws.
Resident Foreign Corporation (RFC)
Is a corporation created or organized in a foreign country or under the laws of a foreign country and engaged in business in the Philippines.
Nonresident Foreign Corporation (NFRC)
Is a corporation created or organized in a foreign country or under the laws of a foreign country but not engaged in business in the Philippines.
DC, RFC AND NRFC MAY BE CLASSIFIED FURTHER INTO:
Ordinary Corporation – corporations subject to regular corporate income tax (RCIT) rate of 30%
Special Corporation – corporations subject to income tax rate which is lower than the regular corporate income tax (RCIT) rate of 30%
The Special Corporations under the Tax Code, as amended, are as follows:
Non-resident Cinematographic Film Owner, Lessor or Distributor
Non-resident Owner or Lessor of Vessels Chartered by Philippine Nationals
Non-resident Owner or Lessor of Aircraft, Machineries and Other Equipment
The following organizations shall not be subject to income tax [(Section 30, RA 8428); National Internal Revenue Code]:
Labor, agricultural or horticultural organization not organized principally for profit;
Mutual savings bank not having a capital stock represented by shares, and cooperative bank without capital stock organized and operated for mutual purposes and without profit;
A beneficiary society, order or association, operating for the exclusive benefit of the members such as a fraternal organization operating under the lodge system, or a mutual aid association or a non-stock corporation organized by employees providing for the payment of life, sickness, accident, or other benefits exclusively to the members of such society, order, or association, or non-stock corporation or their dependents;
Cemetery company owned and operated exclusively for the benefit of its members;
Non-stock corporation or association organized and operated exclusively for religious, charitable, scientific, athletic, or cultural purposes, or for the rehabilitation of veterans, no part of its net income or asset shall belong to or inure to the benefit of any member, organizer, officer or any specific person;
Business league, chamber of commerce, or board of trade, not organized for profit and no part of the net income of which inure to the benefit of any private stockholder or individual;
Civic league or organization not organized for profit but operated exclusively for the promotion of social welfare;
A non-stock and nonprofit educational institution;
Government educational institution;
Farmers’ or other mutual typhoon or fire insurance company, mutual ditch or irrigation company, mutual or cooperative telephone company, or like organization of a purely local character, the income of which consists solely of assessments, dues, and fees collected from members for the sole purpose of meeting its expenses; and
Farmers’ fruit growers’, or like association organized and operated as a sales agent for the purpose of marketing the products of its members and turning back to them the proceeds of sales, less the necessary selling expenses on the basis of quantity of produce finished by them.
GOVERNMENT-OWNED OR CONTROLLED CORPORATIONS
All corporations, agencies or instrumentalities owned or controlled by the government shall be taxable like “ordinary corporations”. However, the following shall be exempt:
Government Service and Insurance System (GSIS)
Social Security System (SSS)
Philippine Health Insurance Corporation (PHIC)
Local Water Districts (RA 10026)
NOTE: Philippine Charity Sweepstakes Office (PCSO) is already taxable beginning Jan. 1, 2018 (upon effectivity of the TRAIN Law).