The Bureau of Internal Revenue announced a new directive that streamlines nominee transfers of proprietary club shares.
Revenue Memorandum Circular 72‑2026 clarifies the tax treatment for transfers that do not alter beneficial ownership.
The circular removes the previous requirement for a confirmatory ruling on qualified transactions.
Commissioner Charlito Martin R. Mendoza said the change aligns with the agency’s reform agenda to simplify procedures and prioritize taxpayers.
By defining the proper tax treatment and eliminating the prior ruling step, the bureau seeks to reduce administrative burden while preserving compliance through post‑audit verification.
The guidance applies to shares owned by a corporation but registered in the names of corporate officers or other individuals acting solely as nominees or trustees under club membership rules.
When a club share moves from one nominee to another without changing beneficial ownership, the transfer is not considered a sale, exchange, or donation and is exempt from capital gains tax, documentary stamp tax, and donor’s tax.
This exemption is conditional on the absence of any monetary or non‑monetary consideration to either the outgoing or incoming nominee.
Pending requests for confirmatory rulings on such transfers will no longer be entertained; taxpayers must process the transaction directly through an electronic certificate authorizing registration.
Mendoza emphasized that simplifying the process does not relax enforcement, noting that compliance will continue to be ensured through documentary requirements and post‑audit checks.
