G.R. No. 158261 – 540 Phil. 142 – 511 SCRA 123 – Mercantile Law – General Banking Law – Liquidation of Banking Institutions
In 1986, the Rural Bank of Bokod (Benguet), Inc. (RBBI) was investigated by the Bangko Sentral ng Pilipinas (BSP) and the latter found out that RBBI had been handing out irregular loans. RBBI was then warned to undertake remedial measures to rehabilitate itself but the Board of Directors of said bank did not heed the warning, hence, BSP designated the PDIC (Philippine Deposit and Insurance Commission) as receiver to liquidate the bank.
PDIC then filed a Petition for Assistance in the Liquidation of RBBI with the Regional Trial Court of Benguet presided over by Judge Marybelle Mariñas. The Bureau of Internal Revenue (BIR) however manifested that before further dissolution proceedings should occur, RBBI must first obtain a tax clearance certificate from the BIR. Judge Mariñas agreed with BIR and ordered RBBI to obtain said tax clearance.
ISSUE: Whether or not a banking institution ordered under receivership by the Bangko Sentral ng Pilpinas is required to obtain a prior tax clearance certificate.
HELD: No. It is true that as a rule, corporations under liquidation must first obtain a tax clearance certificate from the BIR before they can be dissolved. However, banking corporations are exempt from this requirement. Banks can be dissolved even without a tax clearance certificate. What the BIR can require from said liquidating bank is its final tax return but cannot be required to obtain tax clearance. The rationale here is that a tax clearance requires the bank to pay off all its taxes but how can a liquidating bank pay such taxes if it cannot liquidate its assets. Where will the bank source its funds to pay the taxes if it cannot liquidate?
The Supreme Court also noted some distinctions in the involuntary liquidation of ordinary corporations to that of banking corporations:
| LIQUIDATION OF ORDINARY CORPORATIONS | LIQUIDATION OF BANKING CORPORATIONS |
| Governed by the Corporation Code | Governed by the New Central Bank Act |
| There must be a verified complaint and prior notice and hearing | Summary in nature, prior notice and hearing not required (Close Now, Hear Later Principle) |
| Corporation has option to undertake its own liquidation | Bank does not have the option to undertake its own liquidation hence a petition for assistance to liquidate must be filed with the RTC sitting as a liquidation court |
| Corporation is required to obtain a tax clearance certificate from the BIR before dissolution | Bank can be dissolved even without prior BIR clearance |
