In Re: Petition for Assistance in the Liquidation of the Rural Bank of Bokod v. BIR (G.R. No. 158261)

Facts:

Rural Bank of Bokod (RBBI) was placed under receivership following the special examination conducted by the BSP wherein various loan irregularities were uncovered. It was later then concluded that RBBI remained in insolvent financial condition and can no longer safely resume into business hence its liquidation ordered. Subsequently, the Monetary Board transferred to herein petitioner PDIC the receivership/liquidation of RBBI. PDIC then filed a Motion for Approval of Project Distribution before the RTC. Respondent BIR manifested that PDIC should first secure a tax clearance certificate before it could proceed with the dissolution of RBBI. RTC ruled in favor of BIR.

Issue:

Whether or not a bank placed under receivership still needs to secure a tax clearance certificate before its project of distribution of assets is approved.

Ruling: NO.

First, Section 52(C) of the Tax Code of 1997 and the BIR-SEC Regulations No. 1 regulate the relations only as between the SEC and the BIR, making a certificate of tax clearance a prior requirement before the SEC could approve the dissolution of a corporation. In Spec. Proc. No. 91-SP-0060 pending before the RTC, RBBI was placed under receivership and ordered liquidated by the BSP, not the SEC; and the SEC is not even a party in the said case, although the BIR is. This Court cannot find any basis to extend the SEC requirements for dissolution of a corporation to the liquidation proceedings of RBBI before the RTC when the SEC is not even involved therein.

Section 30 of the New Central Bank Act lays down the proceedings for receivership and liquidation of a bank. The said provision is silent as regards the securing of a tax clearance from the BIR. The omission, nonetheless, cannot compel this Court to apply by analogy the tax clearance requirement of the SEC, as stated in Section 52(C) of the Tax Code of 1997 and BIR-SEC Regulations No. 1, since, again, the dissolution of a corporation by the SEC is a totally different proceeding from the receivership and liquidation of a bank by the BSP. This Court cannot simply replace any reference by Section 52(C) of the Tax Code of 1997 and the provisions of the BIR-SEC Regulations No. 1 to the “SEC” with the “BSP.” To do so would be to read into the law and the regulations something that is simply not there, and would be tantamount to judicial legislation.

It should be noted that there are substantial differences in the procedure for involuntary dissolution and liquidation of a corporation under the Corporation Code, and that of a banking corporation under the New Central Bank Act, so that the requirements in one cannot simply be imposed in the other.

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