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Tax Alert

Implementation of Amendments on Stock Transaction Tax (STT)

(Revenue Regulation (RR) No. 20-2025 issued on August 05, 2025)

This Tax Alert is issued to inform all concerned on the implementing rules and regulations on the amendments on imposition of Stock Transaction Tax (STT) on shares listed and sold through the stock exchange pursuant to pursuant to Section 17 of Republic Act (RA) No. 12214 otherwise known as the Capital Markets Efficiency Promotions Act (CMEPA).

A. Taxability of Sale, Exchange, or Other Disposition of Shares of Stock and Other Securities

B. Return on Sale of Shares of Stock and Other Securities Listed and Traded in Local or Foreign Stock Exchange

Local Stock Exchange 

The stock broker, who effected the sale through the local stock exchange, shall collect the tax imposed and remit the same to the Bureau of Internal Revenue (BIR) within five (5) banking days from the date of collection thereof. 

The stock broker shall also submit on Mondays of each week to the secretary of the stock exchange, of which the stock broker is a member, a true and complete return which shall contain a declaration of all the transactions effected through the taxpayer during the preceding week and of taxes collected by the said taxpayer and turned over to the BIR.

Foreign Stock Exchange 

For sales of shares of stock of a domestic corporation listed and traded in foreign stock exchanges, the collection and remittance of the above tax and the compliance of the foregoing reportorial requirements shall be made by the selling shareholder. It can be through himself/herself, through the stock broker, or through an authorized representative on behalf of the taxpayer. The remittance of the tax shall be made within a period not exceeding 10 banking days from the date of collection thereof.

C. Effect of Non-Payment of Tax

No sale, exchange, transfer or similar transaction intended to convey ownership of, or title to any share of stock shall be registered in the books of the corporation unless the receipts of payment of the tax herein imposed is filed with and recorded by the stock transfer agent or secretary of the corporation. 

It shall be the duty of the stock transfer agent or secretary of the corporation to inform the BIR in case of non-payment of tax. Any stock transfer agent or secretary of the corporation or the stock broker, who caused the registration of transfer of ownership or title on any share of stock in violation of the aforementioned requirements shall be punished in accordance with the applicable provisions of Title X of the Tax Code.

D. Definition of Terms

For purposes of RR No. 19-2025, the following definition of words and phrases are adopted:

1. Shares of stock shall refer to shares of stock of a corporation, warrants, options, as well as units of participation in a partnership (except general professional partnerships), joint stock companies, joint accounts, joint ventures, taxable as corporations, associations, recreation or amusement clubs (such as golf, polo or similar clubs), and mutual fund certificates.

2. Shareholder shall refer to holders of shares of stock, warrants, options, as well as holders of a unit of participation in a partnership (except general professional partnerships), joint stock company, joint account, taxable joint venture, and holder of a mutual fund certificate, joint-stock company, or insurance company, or member in an association, recreation, or amusement club, such as golf, polo, or similar clubs.

3. Securities shall refer to shares, participation, or interest in a corporation, commercial enterprise, or profit-making venture evidenced by a certificate, contract, or instrument, whether written or electronic in character which shall include:

a. Shares of stock, bonds, debentures, notes, evidence of indebtedness, and asset-backed securities;

b. Investment contracts, certificates of interest, or participation in a profit-sharing agreement, such as certificates of deposit for a future subscription;

c.Fractional undivided interests in oil, gas, or other mineral rights;

d. Certificates of assignment, certificates of participation, trust certificates, voting trust certificates, or similar instruments;

e. Proprietary or non-proprietary membership certificates in corporations; and

f. Other similar instruments as may be determined by the securities and exchange commission.

4. Dealer in Securities means a merchant of stocks or securities, whether an individual, partnership or corporation, with an established place of business, regularly engaged in the purchase of securities and the resale thereof to customers; that is, one who, as a merchant, buys securities and re-sells them to customers with a view to the gains and profits that may be derived therefrom.

5. Stock Broker includes all persons whose business it is, for other brokers, to negotiate, purchases or sales of stocks, or engaged in the business of effecting transactions in securities for the account of others but does not include a bank or underwriter for one or more investment companies as defined in the Investment Company Act.

6. Broker is a person engaged in business of buying and selling securities for the account of others.

7. Exchange is an organized marketplace or facility that brings together buyers and sellers and execute trades of securities and/or commodities.

E. Effectivity

This regulation took effect on July 1, 2025, following its publication to the Official Gazette or the BIR’s official website, whichever comes first.

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