REVENUE REGULATIONS NO. 20-2020 issued on August 17, 2020 amends certain
provisions of Revenue Regulations (RR) No. 06-2008 (Consolidated Regulations
Prescribing the Rules on the Taxation of Sale, Barter, Exchange or Other Disposition of
Shares of Stock held as Capital Assets).
In the case of shares of stock not listed and traded in the local stock exchanges,
the following rules shall apply:
a. For common shares of stock, the book value based on the latest available
financial statements duly certified by an independent public accountant prior
to the date of sale, but not earlier than the immediately preceding taxable
year, shall be considered as the prima facie fair market value.
b. For preferred shares of stock, the liquidation value, which is equal to the
redemption price of the preferred shares as of balance sheet date nearest to
the transaction date, including any premium and cumulative preferred
dividends in arrears, shall be considered as fair market value.
c. In case there are both common and preferred shares, the book value per
common share is computed by deducting the liquidation value of the
preferred shares from the total equity of the corporation and dividing the
result by the number of outstanding common shares as of balance sheet
date nearest to the transaction date.
d. For this purpose, the book value of the common shares of stock or the
liquidation value of the preferred shares of stock need not be adjusted to
include any appraisal surplus from any property of the corporation not
reflected or included in the latest audited financial statements, in order to
determine the fair market value of the shares of stock. The latest audited
financial statements shall be sufficient in determining the fair market value of
the shares of stock subject of the sale, barter, exchange, or other disposition.