April 6, 2011

BIR RULING NO. 097-11

Sec. 52 of the Tax Code of 1997;

BIR Ruling No. 010-02;
BIR Ruling No. DA-171-08;
BIR Ruling No. DA-011-2006;
BIR Ruling No. DA-528-2006

SGV & Co.

6760 Ayala Avenue
Makati City

Attention: Atty. Lucil Q. Vicerra

Principal, Tax and Customs Services

Gentlemen :

This refers to your letter dated January 17, 2011 stating that your client,
Amkor Technology Philippines, Inc. (Amkor), is a subsidiary of Amkor
Technology Singapore Holding Pte., Ltd.; that Amkor is a corporation duly
registered with the Securities and Exchange Commission (SEC) under SEC
Registration No. 69355; that it is primarily organized —

"To engage in, conduct, and operate the business of manufacturing,

assembling, processing, exporting, buying and selling semiconductor
products and components, and in connection therewith, to the extent
permitted by law, to acquire, construct, lease, own and maintain, factories,
machinery, equipment, appliances, airplanes, ships, lighters, docks, piers,
warehouses, storage and shipping facilities, lands, buildings, structures and
works of all kinds, and for other purposes incidental to any of its
business." ScTCIE

that in a Special Meeting of the Board of Directors of Amkor duly called and held
on December 15, 2009, it was unanimously passed recommending the shortening
of the term of existence of the Corporation thereby dissolving the corporation, and
to amend Article Fourth of the Articles of Incorporation of the Company, as
follows:

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 "RESOLVED, that the resolution passed by the Board on April 2,
2009 be and they hereby are cancelled; and be it

"Further RESOLVED, that Article FOURTH of the Articles of

Incorporation of the Company be correspondingly amended to read as
follows:

'FOURTH: That the term for which the corporation

is to exist is up to December 31, 2010.'"

that on January 15, 2010, the SEC approved its application for the shortening of its
corporate term until said date; and that considering that Amkor uses the calendar
year (December 31) as its taxable period, the short period return to be filed as a
result of its dissolution is in fact its final income tax return (ITR) for taxable year
2010 since the same will cover the entire taxable year.

Based on the foregoing representations, you now request for an extension of

sixty (60) days from January 30, 2011 or until March 31, 2011, to submit its final
ITR without the imposition of any interest or surcharge.

In reply thereto, please be informed that Section 52 (C) of the Tax Code
provides:

"(C) Return of Corporation Contemplating Dissolution or

Reorganization. — Every corporation shall, within thirty (30) days after
the adoption by the corporation of a resolution or plan for its dissolution,
or for the liquidation of the whole or any part of its capital stock, including
a corporation which has been notified of possible involuntary dissolution
by the Securities and Exchange Commission, or for its reorganization,
render a correct return to the Commissioner, verified under oath, setting
forth the terms of such resolution or plan and such other information as the
Secretary of Finance, upon recommendation of the Commissioner, shall,
by rules and regulations, prescribe.

The dissolving or reorganizing corporation shall, prior to the

issuance by the Securities and Exchange Commission of the Certificate of
Dissolution or Reorganization, as may be defined by rules and regulations
prescribed by the Secretary of Finance, upon recommendation of the
Commissioner, secure a certificate of tax clearance from the Bureau of
Internal Revenue which certificate shall be submitted to the Securities and
Exchange Commission."

In applying the above-cited provisions, this Office in elucidated the matter

in BIR Ruling No. 010-02 dated February 19, 2002, as follows:

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 "Prior to the amendment of the Tax Code by Republic Act No.
8424 (Tax Reform Act of 1997), the filing of short period return was
expressly required for corporations contemplating dissolution but not for
corporations contemplating reorganization such as merger. Nevertheless,
the requirement for the filing of the short period return has been applied to
absorbed corporations in cases of merger. Thus, the Supreme Court
decided that the short period return of an absorbed corporation should be
filed within 30 days after the cessation of its business or thirty days after
the approval of the Articles of Merger. [Bank of the Philippine Islands vs.
Commissioner of Internal Revenue, G.R. No. 144653, August 28, 2001.]
The Supreme Court affirmed the decision of the Court of Tax Appeals that
based its pronouncement on Sec. 78 of the then Tax Code and Sec. 244 of
Revenue Regulations No. 2, viz.: IcTEaC

'Sec. 78. Return of corporation contemplating

dissolution. — Every corporation shall, within thirty days
after the adoption by the corporation of a resolution or plan
for the dissolution of the corporation or for the liquidation
of the whole or of any part of its capital stock, render a
correct return to the Commissioner of Internal Revenue,
verified under oath, setting forth the terms of such
resolution or plan and such other information as the
Minister of Finance shall by regulations, prescribe.

Sec. 244. Return of corporation contemplating

dissolution or retiring from business. — All corporations,
partnership, joint accounts and associations, contemplating
dissolution, shall within 30 days after the approval of such
resolution authorizing their dissolution, and within the same
period after their retirement from business, file their income
tax return covering the profit earned or business done by
them from the beginning of the year up to the date of such
dissolution or retirement and pay the corresponding income
tax due thereon upon demand by the Commissioner of
Internal Revenue . . .'

Although under the foregoing provisions, the reckoning point for

the 30-day period is the "adoption by the corporation of a resolution or
plan" for the dissolution, the Supreme Court still reckoned the 30-day
period from the SEC's approval of the merger. This is because the SEC's
approval of the merger is the operative act that gives legal effect to the
merger and results to the cessation of the separate juridical personality of
absorbed corporation.

Therefore, this Office hereby rules that in a merger of

consolidation, the phrase "within thirty (30) days after the adoption by the
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 corporation of a resolution or plan for its dissolution" in Section 52 (C) of
the Tax Code of 1997 refers to the 30-day period from the SEC's approval
of the merger, this being the interpretation of the provision by the Supreme
Court in the above-mentioned case.

As regards the request for an additional time for the Allstate to file
the Short Period Return, that is, within 60 days from the date of the SEC's
approval of the merger, having found your reasons to be meritorious, your
request is hereby granted."

This was later reiterated in BIR Ruling No. DA-171-08 dated March 17,
2008, as follows:

". . . the above-cited reasons are found to be meritorious, thus, your

request for an extension of 90 days reckoned from the original deadline of
August 4, 2007, or until November 2, 2007 within which to file the short
period return of NPP is hereby granted pursuant to Section 53 of the Tax
Code. (BIR Ruling Nos. DA-011-2006 dated January 19, 2006 and
DA-528-2006 dated September 1, 2006)

Applying the aforequoted law and the jurisprudential authorities cited above
to the case under consideration, this Office hereby GRANTS an extension of sixty
(60) days from January 30, 2011 until March 31, 2011, for Amkor to submit its
final ITR for the taxable year 2010, without the imposition of any interest and
penalty.

This ruling is being issued on the basis of the foregoing facts as represented.
However, if upon, investigation, it will be disclosed that the facts are different,
then this ruling shall be considered null and void. aCATSI

Very truly yours,

(SGD.) KIM S. JACINTO-HENARES

Commissioner
Bureau of Internal Revenue

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