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We deliver value-added audit and assurance services to our clients, helping them manage their fiscal responsibilities with prudence and foresight.
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Audit approach overview
Our audit approach will allow our client's accounting personnel to make the maximum contribution to the audit effort without compromising their ongoing responsibilities
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Annual and short period audit
At P&A Grant Thornton, we provide annual and short period financial statement audit services that go beyond the normal expectations of our clients. We believe strongly that our best work comes from combining outstanding technical expertise, knowledge and ability with exceptional client-focused service. A team-based approach defined by dedication to partner involvement in all engagements—that’s our service commitment locally and globally. An organization’s financial statements are a reference of choice for a variety of users who are required to make decisions. Whether it is a financial institution, a government agency, creditors, shareholders, or potential buyers, every one of your partners requires financial information that accurately reflects the soundness of your organization.
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Review engagement
A review involves limited investigation with a narrower scope than an audit, and is undertaken for the purpose of providing limited assurance that the management’s representations are in accordance with identified financial reporting standards. Our professionals recognize that in order to conduct a quality financial statement review, it is important to look beyond the accounting entries to the underlying activities and operations that give rise to them.
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Other Related Services
We make it a point to keep our clients abreast of the developments and updates relating to the growing complexities in the accounting world. We offer seminars and trainings on audit- and tax-related matters, such as updates on Accounting Standards, new pronouncements and Bureau of Internal Revenue (BIR) issuances, as well as other developments that affect our clients’ businesses. Participants are entitled to credited units for Continuing Professional Education (CPE), which are required by the Board of Accountancy. CPE is indicative of an individual’s genuine concern for his or her continued growth as a professional. Our team can help in achieving that.
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Tax advisory
Assistance during tax audit/contesting an assessment We assist clients in handling audits by the Bureau of Internal Revenue (BIR), Bureau of Customs (BOC) and local government units (LGUs) in a systematic and efficient manner. We help evaluate the validity of assessments, determine the appropriate documents and analyses to be submitted, prepare protests, and represent clients in meetings and discussions with government agencies. With our knowledge of tax laws and audit procedures, we help safeguard the substantive and procedural rights of taxpayers and prevent unwarranted assessments. Tax opinion and studies We conduct tax studies and provide advice to clients on the tax implications of specific transactions based on relevant laws, regulations, court decisions, rulings, and other relevant issuances. We likewise provide recommendations to address or mitigate tax issues arising from said transactions. Application for tax refund/credit We help clients recover taxes that have been erroneously or excessively paid or withheld through applications for refund or tax credit certificates (TCCs). Applications for refunds or TCCs are recommended for companies that have excess income taxes paid or unutilized creditable withholding taxes as reflected in the final income tax return (ITR), excess unutilized VAT input taxes arising from zero-rated transactions or change in VAT status, unutilized advanced VAT, excise taxes paid on petroleum products sold to tax-exempt entities and international carriers, other national or local taxes erroneously or excessively paid, or penalties imposed without authority.
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Tax compliance
Tax review We evaluate clients’ overall level of compliance with existing laws and regulations; caution them on procedures and practices that expose them to potential tax liabilities; quantify tax exposures, risks and penalties; and advise them on proper course of action and alternative tax-efficient policies and procedures. Tax due diligence review is particularly recommended for companies that are contemplating expansion, mergers and consolidation, acquisitions, change in ownership, or public listing. Expatriate tax services We ensure the proper and efficient compliance of expatriates with their Philippine income tax obligations. Our services include registration and application for Taxpayer Identification Number (TIN), preparation and filing of annual Philippine income tax return, and payment of tax due in the proper venue and within the allowed period. As a value-added service, we respond to Correspondence Audits/Inquiries by the BIR regarding information declared in the tax return. If desired by clients, we also conduct arrival or departure briefings and interviews to apprise the expatriate of his Philippine tax liabilities. Upon a company’s request, we can compute, on an annualized basis, the total withholding tax due from its expatriate during the taxable year and prepare tax equalization and reimbursement calculations in accordance with company policies.
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Corporate services
Assistance for incentives availment We help clients evaluate their qualification for incentives under the Board of Investments, the Philippine Economic Zone Authority, the Subic Bay Metropolitan Authority or other special laws. If clients are qualified, we assist them in applying with the concerned government agency for such incentives. Our assistance covers filing of the application and supporting documents, monitoring the progress of the application, meeting/discussion issues, if any, with regulatory authorities, and securing the approval for such incentives. At the clients’ request, we may also assist in ascertaining their compliance with regulatory requirements (to ensure the continued entitlement to incentives), or in justifying the entitlement to such incentives in the event of a challenge by the BIR or other regulatory agencies. Corporate organization and registration For clients that want to do business in the Philippines, we assist in determining the appropriate and tax-efficient operating business or investment vehicle and structure to address the objectives of the investor, as well as related incorporation issues. We help set up the business and register it with concerned government regulatory agencies, such as the Securities and Exchange Commission, the Bureau of Internal Revenue, the Local Government Unit, the Social Security System and the Bangko Sentral ng Pilipinas. We also assist in notifying and/or securing necessary approvals from government regulatory agencies when there are changes in business activities, business status, or tax-type registration.
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Tax education and advocacy
Tax advocacy We actively participate in consultation and public hearings conducted by the Bureau of Internal Revenue on proposed tax rules and regulations, serving as a bridge between our clients and the BIR. Our advocacy work focuses on clarifying the interpretation of laws and regulations, suggesting measures to increasingly ease tax compliance, and protecting taxpayer’s rights. Tax seminars and training We offer seminars and training on tax-related developments and special issues of interest to taxpayers. Upon request, we provide customized in-house tax training – designed jointly by P&A and the client – that directly addresses the specific issues of the client’s industry and the training needs of its personnel.
We believe there is an optimal solution to every business challenge.
Using our Firm's breadth and depth of specialized expertise, we work with you to find...
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Business risk services
Our business risk services cover a wide range of solutions that assist you in identifying, addressing and monitoring risks in your business. Such solutions include external quality assessments of your Internal Audit activities' conformance with standards as well as evaluating its readiness for such an external assessment. We can also take over your IA function altogether or work alongside you to create more value for your organization. On a higher level, our Enterprise Risk Management methodology can help your organization identify vital strategies and action plans that address key business risks, thereby enabling you to achieve your overall objective of value creation for stakeholders.
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Business consulting services
Our business consulting services are aimed at addressing concerns in your operations, processes and systems. Using our extensive knowledge of various industries, we can take a close look at your business processes as we create solutions that can help you mitigate risks to meet your objectives, promote efficiencies, and beef up controls. This can include analyzing your information technology (IT) applications and infrastructure in order to improve IT governance and strategy, strengthen security, and/or assess business risks and controls related to the use of IT.
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Transaction services
Transaction advisory includes all of our services specifically directed at assisting in investment, mergers and acquisitions, and financing transactions between and among businesses, lenders and governments. Such services include, among others, due diligence reviews, project feasibility studies, financial modelling, model audits and valuation. We are one of the few companies accredited by the Philippine Stock Exchange for the conduct of valuation and issuance of fairness opinions. Our consortium with another Grant Thornton office and a Philippine law office is also one of the fourteen (14) members of the panel of transaction advisers of the Public-Private Partnership Center of the Philippines.
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Forensic advisory
Our forensic advisory services include assessing your vulnerability to fraud and identifying fraud risk factors, and recommending practical solutions to eliminate the gaps. We also provide investigative services to detect and quantify fraud and corruption and to trace assets and data that may have been lost in a fraud event.
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Cyber advisory
Our focus is to help you identify and manage the cyber risks you might be facing within your organization. Our team can provide detailed, actionable insight that incorporates industry best practices and standards to strengthen your cybersecurity position and help you make informed decisions.
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ProActive Hotline
Providing support in preventing and detecting fraud by creating a safe and secure whistleblowing system to promote integrity and honesty in the organisation.
We provide solid, first-rate support for your key accounting and administrative activities, such as outsourced accounting, payroll, and accounting-related...
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Accounting services
Accounting services Many multinational companies are setting up their accounting offices in the Philippines. These businesses realize that accounting functions can be standardized across companies around the world and handled by an office halfway across the globe for a fraction of the amount needed to maintain an in-house accounting division. At P&A Grant Thornton, we handle accounting services for several companies from a wide range of industries. Our approach is highly flexible. You may opt to outsource all your accounting functions, or pass on to us choice activities, such as
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Staff augmentation services
Staff Augmentation Services It is a familiar enough scenario: A company suddenly has an urgent need for personnel on a short term, project basis to do accounting or accounting-related work. Considering the short-term nature of the work, it becomes very difficult to find interested candidates. Moreover, companies do not need just anybody, but people with sufficient technical accounting skills. P&A Grant Thornton has a pool of skilled accounting specialists who can fill the gap for companies in such situations. We offer Staff Augmentation services where our staff, under the direction and supervision of the company’s officers, perform accounting and accounting-related work. We have a long list of clients that have benefited from our assistance with the following activities: · Migration from one accounting system to another accounting system · Bank reconciliation for several bank accounts that have not been reconciled for years · Data cleansing, such as reconciliation of balances in subsidiary ledgers of receivables and payables with the general ledger balances · Physical counts of inventories and reconciling the results of the physical count with the accounting records · Count of property and equipment; tagging and reconciliation of the count with the accounting records; and properly setting up the property ledgers · Preparation of schedules and documentary supports and requirements during audits by internal and external parties, including government agencies · Preparation of statements of accounts for certain customers · Acting as accounting personnel while regular accounting staff are on leave This is just a sampling of the services we offer, and we can provide more short-term accounting services on short notice. We can adjust the schedules of our people to fit your work hours and we guarantee high-quality service: Our team is made up of technically competent and properly trained people who are prepared to handle your needs.
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Payroll Processing
More and more companies are beginning to realize the benefits of outsourcing their noncore activities, and the first to be outsourced is usually the payroll function. Payroll is easy to carve out from the rest of the business since it is usually independent of the other activities or functions within the Accounting Department. Payroll processing may look simple, but the process can get complicated, especially as a business expands its manpower. A payroll accountant has to make sure that correct taxes as well as loans of their employees are properly deducted, update the tax status of employees (single, married, no. of dependents, etc.) on a regular basis; monitor work activities during the payroll period (overtimes, sick leaves, vacation leaves, etc.); know which income accounts are taxable or not (de minimis, bonuses within the P82,000 limit, etc.); know the rules and regulations and the latest updates of relevant government agencies (BIR, SSS, Pag-IBIG, PhilHealth, etc.); and ensure that payroll processing and payouts are done on time to avoid employee complaints or dissatisfaction. In addition, the payroll accountant has to ensure that contributions to various government agencies are properly posted to the accounts of the employees. In some companies, payroll processing consumes a significant part of management time: The highest finance or HR officer in the company oftentimes handles management or executive payroll. If payroll is outsourced, the executive officer has better use of his or her time than reviewing or processing the payroll. Moreover, there is the issue of confidentiality – some employees may inadvertently gain access to confidential payroll information when data are lying around during the payroll processing period. Another issue that business owners must watch out for with regard to payroll is fraud. Since the processing of payroll is handled by just one or two trusted persons, oversight may be lax and review may not always be conducted thoroughly, thus fraud happens. P&A Grant Thornton can handle your payroll processing needs so that your management team can focus on your core competencies, enabling you to concentrate on what’s really important to your business . Our team of well-experienced and properly trained professionals can handle your payroll requirements whether you have 10 or 10,000 personnel. In addition to the computation of employees’ pay, P&A Grant Thornton can also provide the following functions under our payroll processing services: Maintain bank accounts exclusively for payroll and payroll-related disbursements Prepare schedules of statutory and internal contributions and obligations File and pay statutory contributions and obligations, manually or electronically Annualize employees’ income tax Provide secure online payslips through our ePayroll facility Handle administration of benefits that needs coordination with government agencies
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経営者のための会計税務解説 第13回
経営者のための会計税務解説
フィリピン現地法人の株式の売却、株主変更に関わる税務と手続
P&A グラントソントン Japan Desk Senior Manager 川原田麻美
株式の取得から、株主登録の変更手順の概略
フィリピンにおいて、株主であることの証明は、株券及び最新のGeneral Information Sheet（GIS）に記載されている株主名簿、会社の秘書役が管理するStock And Transfer Book (STB)と、株主に発行されている株券（Share Certificate）である。STBへ記録、GISを変更し、SECに株主変更について報告することで新しい株主は株主としての権利を行使し、配当の受取をすることが可能となる。その為には、然るべき税金を払い、BIRより株主の変更登録を許可する証書 (Certificate Authorizing Registration: CAR) を入手する事が義務とされている。
株主変更の大まかな流れ
- 株式譲渡契約の締結
- 税金の支払
- 印紙税支払
- キャピタルゲイン税（租税条約で免税可能）
- 寄付金課税
- CAR申請
- 必要書類
- SECへ届出
株式譲渡における税務
①印紙税
株式譲渡契約は印紙税の対象となり、株式譲渡契約書の締結、公証をし、翌月5日が納付期限となる。印紙税の計算は、200ペソ毎に1.5ペソとなる。2018年1月以降の取引については税制改革パッケージ１で改正された税率（200ペソ毎に1.5ペソ）が適用となる。
②キャピタルゲイン税
非上場企業の株式譲渡に係るキャピタルゲイン税について、譲渡益に対し、フィリピン内国法人、個人については税制改革パッケージ１で一律15%に、非居住外国法人については従来通り、10万ペソまでは5％、10万ペソを超える部分に関しては10％のキャピタルゲイン税が課せられる。
納付期限は、譲渡契約日から30日以内である。
また、このキャピタルゲイン税は、日比租税条約13条にて免税の適用が可能である。フィリピンの内国歳入庁発行のルーリング発行に数年を要する事から、株式譲渡に係るキャピタルゲイン税の免税処置をするケースは多くないのが現状だ。この他、総資産のうち50％超が不動産を構成している場合、当該免税措置は適用されないので留意すべきである。
③寄付金課税
株式譲渡がグループ企業内で行われる場合など、簿価、あるいは簿価に近い価格で取引をする企業が散見されるが、注意が必要である。2018年1月から25万ペソを超える部分は6％となり従来の30％から大幅な減税となっている。また、納税期限は、取引日から30日以内である。
内国歳入法1997年100条において、「公正市場価格が移転の対価の額を超える場合は贈与とみなされる」とされており、譲渡価格が時価よりも低い場合、その差額が寄付とみなされ課税対象となり、多くの企業が簿価以上の価格で株式譲渡を行った場合においてもの寄付金課税を課されている取引が散見された。
従来は第三者間、企業間においては30％の税金が課されていたが、2018年1月より施行されている税制改革パッケージ１にて、25万ペソを超える部分は一律６%が税率となったことに加え、当該内国歳入法100条に追記が加えられ、「但し、通常の事業活動の過程（誠実で、独立企業間価格で、贈与の意図のない）における売上、交換、その他の移転は、適切で十分の対価でなされたとみなす」と改正がされ、寄付金課税の対象とならない可能性も考えられるが、BIRがどのように解釈し当該ルールを運用するかは施行細則、事例がないため、公正市場価格と取引価格の差額については、継続して注意する必要がある。
時価の計算について：Adjusted Net Asset Method の採用
寄付金課税の計算をするにあたり、Fair Market Value (FMV) ： 公正市場価格、いわゆる時価の算出が重要になる。
内国歳入庁は、歳入規則06-2013にて時価の算出方法に関し、ガイドラインを発表した。この通達において、BIRは計算方法の例示をしており本稿でもその例に則り解説をする。
BIRが例示しているシナリオ
A氏が2013年4月30日に、A社の株式を5,000株売却するとする。A社は10,000株式を発行しており、監査済み財務諸表におけるA社 総資産と総負債額はそれぞれ、P. 20,000,000、P. 5,000,000と計上されている。固定資産以外の資産価格と負債額の市場価格は簿価と同等と仮定し、地方自治体へ支払済みの固定資産税納付書に基づき、土地A、土地B、建屋A、建屋Bの市場価格、BIR発表の公示路線価格、第三者評価は表の通り評価されていると仮定する。
このシナリオにおいて、A社の純資産はP. 15,000,000であるが、表の固定資産の評価を加味したadjusted net asset はP. 24,500,000 となり、１株当たりの時価はP. 2,450 に調整され、A社の5,000株の時価総額はP. 12,250,000 となる。
[ (総資産P20,000,000 + 調整資産額9,500,000) – 総負債5,000,000 ] = P. 24,500,000
そして、A社の１株あたりの価格を調整すると
P. 24,500,000 ÷ 10,000株 ＝ P. 2,400/株
P. 2,450 X 5,000 株 ＝ P. 12,250,000
株主変更に必要な証明の取得：Certificate Authorizing Registration (通称CAR)
最後に、CAR取得に提出が必要な書類を以下記す。
- 売却者の納税者番号（TIN: Tax Identification Number）
- 公証済譲渡契約書のコピー
- 株券のコピー
- 現株主（売却者）が株式を取得した証明
- 設立時の株式の払込証明（対象会社発行）
- 旧株主への送金証明
- 株式割当契約書、等
- 当該株式の以前の譲渡取引を証明するCAR
- 時価算出の根拠を証明する資料
- 対象会社の監査済み財務諸表
- 固定資産の第三者評価レポート
- 固定資産税支払納税書
- 土地の公示価格
- 当該譲渡取引に関する税金の納税・支払証明（キャピタルゲイン税、寄付金課税、印紙税）
- その他のサポート資料
現状のルールでは、全ての書類を揃え提出し、5日以内にCARの取得が可能とされているが、実務的には前述の税金の計算根拠に関するBIRとのやり取りや、以前のCARのコピーの取得やその取得ができない場合の証明に時間が掛かり全ての書類の準備に時間を有し、提出後も発効までに数か月かかるのが現状である。設立数年の企業やPEZA企業の場合、まだ土地・建屋、固定資産の第三者評価鑑定書を取得していない企業もあるのでその取得も必要である。そのまた、各株主が登録されている管轄のBIRでそれぞれの手続きを踏まなければならないため、その確認も必要である。外資系企業で大株主が非居住外国法人の場合は、全てRDO（Revenue District Office＝税務管轄）39にて手続きを行うことになる。
以上、フィリピンにおける株主変更手続きには税金支払い、事務手続きが非常に煩雑な為、注意しつつ進めるべきである。
お問い合わせ、相談は：
P&Aジャパンデスク（Japan.Desk@ph.gt.com ）まで。