RR No. 20-2025 — Implementing the Rate Adjustment of Stock Transaction Tax (STT) and the Imposition of the STT on the Sale of Exchange of Domestic Shares of Stocks and Other Securities Listed and Traded Through a Foreign Stock Exchange Under Section 17 of Republic Act No. 12214, Otherwise Known as the "Capital Markets Efficiency Promotion Act" (Date Posted: August 5, 2025)

Bringing In Revenues for Nation-Building BUREAU OF INTERNAL REVENUE REPUBLIC OF THE PHILIPPINES DEPARTMENT OF FINANCE National Office Building Que=on City AUG 0 5 2025 PILIPINAS BAGONG

REVENUE REGULATIONS NO.0 2 0 - 2 0 2 5

SUBJECT Implementing the Rate Adjustment of Stock Transaction Tax (STT) and the Imposition of the STT on the Sale or Exchange of

Republic Act No. 12214, Otherwise Known as the "Capital Markets Efficiency Promotions Act", Further Amending Section Domestic Shares of Stocks and Other Securities Listed and Traded Through a Foreign Stock Exchange Under Section 17 of 127 of the National Internal Revenue Code of 1997, as Amended

TO All Internal Revenue Officials, Employees and Others Concerned

Revenue Code of 1997, as amended (Tax Code), in relation to Sections 17 and 25 of Republic (CMEPA), these Regulations are hereby promulgated to implement the rate adjustment of STT and the imposition of the STT on the sale or exchange of domestic shares of stocks and other securities listed and traded through a foreign stock exchange under Section 127 of the SECTION 1. SCOPE. Act (RA) No. 12214, otherwise known as the "Capital Markets Efficiency Promotions Act - Pursuant to Sections 244 and 245 of the National Internal

Tax Code.

SECTION 2. DEFINITION OF TERMS. - For purposes of these Regulations, the following definitions of words and phrases are hereby adopted:

(a) 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, and recreation or amusement clubs (such as golf, polo or similar clubs), and mutual fund certificates.

(b) 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

AUG 0 5 2025 BUREADS or member in an association, recreation, or amusement club, such as golf, polo. or similar clubs.

MIN UNITA A S S RAINTERMENTREVESN (c) 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:

x I) Shares of stock, bonds, debentures, notes, evidence of indebtedness, and asset-backed securities;

BIR National Office Bldg., Senator Miriam Defensor-Santiago Avenue, Diliman, Quezon City Trunkline: 8981-7000 ; 8929-7676 Website: www.bir.gov.ph

2) Investment contracts, certificates of interest, or participation in a

future subscription; profit-sharing agreement, such as certificates of deposit for a

3) Fractional undivided interests in oil, gas, or other mineral rights;

4) Certificates of assignment, certificates of participation, trust certificates, voting trust certificates, or similar instruments;

5) Proprietary or non-proprietary membership certificates in corporations; and

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

(d) 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.

(e) Stock broker includes all persons whose business it is, for other brokers, to

transactions in securities for the account of others but does not include a bank or negotiate, purchases or sales of stocks, or engaged in the business of effecting

underwriter for one or more investment companies as defined in the Investment Company Act.i Broker is a person engaged in the business of buying and selling securities for the account of others.2

(f) Exchange is an organized marketplace or facility that brings together buyers and sellers and execute trades of securities and/or commodities.3

SECTION 3. SALE OR EXCHANGE OF SHARES OF STOCK AND OTHER

than sale by a dealer in securities, in lieu of capital gains tax, a tax, as follows: of shares of stock and other securities listed and traded through a local stock exchange, other SECURITIES LISTED AND TRADED THROUGH A LOCAL STOCK EXCHANGE. There shall be levied, assessed and collected on every sale, exchange, or other disposition

Sale, exchange, or other disposition of shares of stock and other securities Exchange listed and traded through a Local Stock Particulars 1/10 of 1% (0.1%) of the the shares of stock/other gross value in money of Gross selling price or Tax Rate and Base July 1, 2025 Effectivity

securities sold, exchanged or disposed

3 Sec. 3.7, The Securities Regulation Code. 2Sec. 3.3, The Securities Regulation Code 1Revenue Regulations No. 6-2008 RECORDS MANAGEMENT DIVISION BUREAU OF INTERNAL REVENUE AUG 0 5 2025 Page 2 of 4

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SECTION 4. SALE OR EXCHANGE OF SHARES OF STOCK AND OTHER SECURITIESLISTED ANDTRADEDTHROUGH A FOREIGN STOCK EXCHANGE. --- There shall be levied, assessed and collected on every sale, exchange, or other disposition of shares of stock and other securities of a domestic corporation listed and traded through a foreign stock exchange, other than sale by a dealer in securities, in lieu of capital gains tax, a tax, as follows:

through a Foreign Stock Exchange domestic corporation listed and traded Sale, exchange, or other disposition of shares of stock and other securities of a Particulars 1/10 of 1% (0.1%) of the the shares of stock/other gross value in money of Gross selling price or Tax Rate and Base July 1, 2025 Effectivity

securities sold, exchanged or disposed

SECURITIES LISTED AND TRADED THROUGH A LOCAL OR FOREIGN STOCK SECTION 5. SALE OR EXCHANGE OF SHARES OF STOCK AND OTHER

EXCHANGE BY A DEALER IN SECURITES. - -- Any gain realized from the sale. exchange, or disposition of listed shares of stocks and other securities by a dealer in securities

individual's own account in the ordinary course of business, shall be considered ordinary income subject to graduated rates for individual and regular corporate income tax for licensed by the appropriate government regulatory agencies to buy and sell securities, for the

corporation.

SECTION 6. RETURN ON SALE OF SHARES OF STOCK AND OTHER SECURITIES LISTED AND TRADED IN A LOCAL OR FOREIGN STOCK

local stock exchange subject to the tax imposed herein to collect the tax and remit the same to collection thereof and to submit on Mondays of each week to the secretary of the stock the Bureau of Internal Revenue (BIR)within five (5) banking days from the date of 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. EXCHANGE. - It shall be the duty of every stock broker who effected the sale through the

made within a period not exceeding ten (10) banking days from the date of collection thereof. and traded in foreign stock exchanges, the collection and remittance of the above tax and the shareholder, by himself/herself, or through the stock broker, or authorized representative, on behalf of the selling shareholder: Provided further that the remittance of the said tax shall be compliance of the foregoing reportorial requirements shall be made by the selling Provided, that for return on sales of shares of stock of a domestic corporation listed

similar transaction intended to convey ownership of, or title to any share of stock shall be imposed is filed with and recorded by the stock transfer agent or secretary of the corporation It shall be the duty of the aforesaid persons to inform the BIR in case of non-payment of tax. SECTION 7. EFFECT OF NON-PAYMENT OF TAX. -- No sale, exchange, transfer or registered in the books of the corporation unless the receipts of payment of the tax herein

Any stock transfer agent or secretary of the corporation or the stock broker, who caused the

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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.

not affected by such declaration of invalidity shall remain in force and effect. SECTION 8. SEPARABILITY CLAUSE. -- If any provisions of these Regulations is declared invalid by a competent court, the remainder of these Regulations or any provisions

are hereby repealed, amended or modified accordingly. parts thereof which are contrary to and inconsistent with the provisions of these Regulations SECTION 9. REPEALING CLAUSE. - All other issuances and rules and regulations or

SECTION 10. EFFECTIVITY CLAUSE. -- These Regulations shall take effect on July 1 2025, following its publication in the Official Gazette or the BIR's official website. whichever comes first.

RALPH

retar rinance

UV 9 2925

Recommending Approval:

Co ROME6K?LUMAGUI, JR. Woniss ioner of Internal Revenue

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