How to Transfer a Tax Declaration and Land Title to a Corporation and Obtain an LRA Status Certificate (Philippine Context)

Last updated: October 3, 2025 (Philippine law references current as of this date). This is an educational overview and not a substitute for tailored legal advice.

1) Big-Picture Roadmap

Deal & documents: Decide the transfer mode (sale, donation, or property-for-shares/assignment). Draft and notarize the deed + corporate approvals.
BIR: Pay national taxes (CGT or CWT, VAT if applicable, DST) and secure the eCAR/CAR (Electronic/Certificate Authorizing Registration).
LGU: Pay Transfer Tax and update Real Property Tax (RPT); obtain tax clearances/receipts.
Assessor: Submit the eCAR/CAR and deed to transfer the tax declaration into the corporation’s name.
Registry of Deeds (RD): Present the complete set and register the deed to issue a new TCT/OCT/CCT in the corporation’s name.
LRA: (Optional but often required by lenders/buyers) request a Land Registration Authority (LRA) Status Certificate on the new or existing title.

2) Legal Bases You’ll See Cited in Practice

Civil Code (ownership, obligations, donations)
Property Registration Decree (P.D. 1529) (land registration, RD processes)
Local Government Code (R.A. 7160), Sec. 135 (Real Property Transfer Tax: provinces ≤0.5% of higher of consideration/FMV; cities/MM ≤0.75%; typically due within 60 days from transfer)
National Internal Revenue Code (NIRC) & regulations:
- Capital Gains Tax (CGT): 6% of the higher of gross selling price or zonal/market value on capital assets (typically individuals/non-dealer sellers)
- Creditable Withholding Tax (CWT): on ordinary assets (rates vary by asset/class of seller)
- Documentary Stamp Tax (DST) on conveyances: ₱15 for every ₱1,000 or fractional part of the consideration/valuation (Sec. 196)
- VAT rules on sales of real property (only in specific cases—see §6 below)
- Tax-free exchanges (NIRC Sec. 40(C)(2)) for property-for-shares when control is met (see §4.3)
Revised Corporation Code (R.A. 11232) (board/stockholder actions)
Foreign ownership rules: Private land—corporations must be ≥60% Filipino-owned; foreign ownership permitted up to 40% of condominium projects; long-term leases available for non-Filipino corporations.

3) Choosing the Transfer Mode

3.1 Sale to the Corporation

Taxes: Usually CGT (6%) if seller holds capital asset; CWT if seller is in real estate business/ordinary asset; DST; VAT only in certain cases (see §6).
Pros: Clear valuation; straightforward.
Cons: CGT can be material; VAT risk if seller is a developer or non-residential asset in the course of trade.

3.2 Donation to the Corporation

Donor’s Tax may apply; DST; LGU transfer tax; RPT must be current.
Pros: Useful for intra-group restructurings or endowments.
Cons: Donor’s tax exposure; documentary rigor for corporate acceptance.

3.3 Property-for-Shares (Assignment) / Tax-Free Exchange

Mechanism: Contributor transfers property to the corporation in exchange for shares, and after the exchange, the transferor(s) are in control (≥51%) of the transferee corporation.
Tax: If Sec. 40(C)(2) requirements are met, no CGT/CWT on the transfer. DST on original issue of shares (1% of par value / consideration) still applies; DST on conveyance may also apply. LGU transfer tax still applies. VAT depends on facts (often not applicable if not in trade).
Pros: Potential income tax deferral; efficient for capitalization/restructuring.
Cons: Must document the control test, valuation, and corporate approvals meticulously. BIR requires specific submissions to recognize the tax-free exchange.

4) Core Documentary Requirements (Typical)

(Expect slight variations by RD/LGU/BIR office; prepare more, not less.)

4.1 Title & Property Evidence

Owner’s duplicate of OCT/TCT/CCT; latest Certified True Copy (CTC)
Latest Tax Declaration(s) (land and improvements)
Real Property Tax (RPT) Clearance + Official Receipts (no arrears)
Lot Plan/Technical Description and vicinity map (for land; signed by a licensed Geodetic Engineer)
Condominium: Master Deed references; Condo Corp/HOA clearance if required

4.2 Transaction Documents

Notarized Deed: Deed of Absolute Sale/Donation/Deed of Assignment (property-for-shares)
Corporate Approvals:
- Board Resolution of seller (if corporate)
- Board Resolution of buyer/transferee corporation authorizing the acquisition
- Secretary’s Certificates attesting to quorum/authority
IDs/TINs of parties; Proof of Payment; Acknowledgment/Acceptance (for donations)
If tax-free exchange: sworn statements, schedules of assets/liabilities, valuation reports, share issuance documents, and control-test proofs

4.3 BIR & LGU Documents

BIR eCAR/CAR (after payment/compliance)
Payment Forms: CGT/CWT/VAT/DST returns + ORs
LGU Transfer Tax Official Receipt
Assessor’s certification (if issued separately)
Zonal Value printouts or appraisal (as the case may be)

5) Step-by-Step Procedure

Step 1: Paper the Deal

Draft the deed aligned to the chosen mode.
Ensure accurate property identification (TCT/OCT/CCT nos., Lot/Blk/Survey nos., area, technical description).
Confirm corporate authority and signatories.
Check land ownership eligibility (e.g., 60% Filipino ownership of the acquirer for land).

Step 2: BIR Compliance & eCAR/CAR

Classify the asset: capital vs. ordinary; seller’s tax profile (individual, corporation, dealer).
Compute taxes:
- CGT: 6% of the higher of gross selling price or zonal/market value (capital assets).
- CWT: applicable rates for ordinary assets (varies by property type/seller).
- DST on conveyance: ₱15 per ₱1,000 (or fraction) of value.
- VAT: see §6 for triggers (developer/non-residential/ordinary assets).
Deadlines (typical practice):
- CGT/CWT Returns: within 30 days from deed execution (check BIR form specifics).
- DST Returns: on/before the 5th day after the month of execution.
Submit to BIR:
- Deed, TINs, IDs, title/CTC, tax decs, zoning/zonal value, RPT receipts, corporate docs, and any special annexes (e.g., tax-free exchange set).
Secure eCAR/CAR.

Step 3: Pay LGU Transfer Tax & Update RPT

Transfer Tax: Pay at the City/Municipal/Provincial Treasurer (rate per LGC Sec. 135; due within 60 days of transfer unless the LGU prescribes an earlier deadline).
Ensure RPT is paid current; get Tax Clearance.

Step 4: Update the Tax Declaration (Assessor)

Submit eCAR/CAR, deed, title copy, RPT proof, and Assessor forms.
The Assessor cancels the prior tax dec and issues a new Tax Declaration in the corporation’s name (land and improvements, if any).

Step 5: Register at the Registry of Deeds (RD)

File: Owner’s duplicate title, original notarized deed, eCAR/CAR, Transfer Tax OR, RPT clearance, Assessor’s docs, IDs/TINs, Secretary’s Certificates.
Pay Registration Fees and IT/Entry fees per LRA/RD schedule.
The RD cancels the old title and issues a new OCT/TCT/CCT in the corporation’s name.
Claim the Owner’s duplicate of the new title; check memorials/annotations (mortgages, liens, adverse claims).

6) VAT, CGT vs. CWT, and Other Tax Nuances

CGT vs. CWT: If the seller is not engaged in real estate business and the property is a capital asset, CGT (6%) generally applies. If the seller is a real estate dealer/developer or the property is an ordinary asset, CWT applies instead of CGT (rates depend on classification).
VAT: The sale of real property can be VAT-exempt or VATable (12%) depending on:
- Seller’s VAT registration and business,
- Non-residential real property sold in the ordinary course by a VAT-registered real estate business,
- Certain residential sales above statutory thresholds (these thresholds change; verify current figures),
- Tax-free exchange/assignment generally not VATable if not in the course of trade or if specifically exempt, but facts matter.
DST:
- On the conveyance (Sec. 196 NIRC).
- On the original issuance of shares (for property-for-shares): 1% of par/stated value.
Local Transfer Tax: ≤0.5% (province) or ≤0.75% (city/MM) of higher of consideration/FMV; due within 60 days.
Withholding obligations: If the buyer-corporation is required to withhold (CWT), ensure correct BIR Form and Alphalist compliance.

7) Special Regulatory Considerations

Agricultural Land: Check DAR (land use/conversion), CARP coverage, and retention/exemption issues before transfer.
Ancestral Domain / IPRA: NCIP clearance if within ancestral domain/claims.
Environmental: DENR concerns for wetlands, timberlands, or foreshore; check if title traces to alienable/disposable lands.
Condominiums: Ensure 40% foreign ownership cap for the project is not breached by the buyer’s shareholding mix at the project level.
Right of Way/Easements: Verify annotations; non-obvious restrictions often appear as memorials.

8) Transferring the Tax Declaration vs. the Land Title

Tax Declaration (Assessor) is not proof of ownership; it’s a fiscal record for RPT. Transfer follows eCAR + Transfer Tax compliance.
Title (OCT/TCT/CCT) is the conclusive evidence of ownership (subject to limited exceptions). Transfer occurs only upon RD registration of the deed with requisite taxes/fees paid.
Best practice: Update Assessor and RD in close succession to avoid mismatches that trigger audits or delays.

9) LRA Status Certificate: What, Why, and How

9.1 What It Is

An LRA Status Certificate (sometimes called “Title Status Verification/Certificate”) is an LRA-issued certification on a specific title number indicating its current registration status, such as:

Existence/validity of the title in the system,
The current registered owner and title particulars,
Presence of liens/encumbrances/annotations (e.g., mortgages, adverse claims),
Whether the owner’s duplicate is on file or reported lost,
If there are pending transactions or RD memoranda affecting the title.

9.2 Why You Need It

Banks, buyers, and counterparties frequently require it in addition to a Certified True Copy because it speaks to status (e.g., pending dealings, loss reports) that may not appear on an older CTC.
Useful in due diligence, closings, and dispute checks.

9.3 How to Obtain

Prepare: Title number, registered owner name, RD location, IDs, and an authorization if you are not the owner/corporate officer.
File via:
- RD/LRA One-Stop Shop, or
- LRA e-services (where available).
Pay the prescribed LRA fees. Processing times vary by site; expect anywhere from same-day to several working days.

(Note: A CTC of Title is still separately advisable. The Status Certificate complements, not replaces, a CTC.)

10) Typical Timelines (Indicative Only)

BIR eCAR: anywhere from 2–8+ weeks depending on case load and complexity (tax-free exchanges can take longer).
LGU Transfer Tax & Assessor: 1–5 days once BIR is done, if papers are complete.
RD Title Transfer: 3–15 working days (longer if there are backlogs, technical descriptions, or special circumstances).
LRA Status Certificate: same day to a few days.

These are practical ranges; always build contingencies.

11) Common Pitfalls (and How to Avoid Them)

Wrong valuation base: Always compare contract price vs. zonal/market value; taxes compute on the higher figure.
Unpaid RPT: Settle all arrears; bring official receipts and Tax Clearance.
Mismatched technical descriptions: Verify lot/plan/area across title, deed, and tax dec before notarization.
Incomplete corporate authority: Prepare Board Resolutions and Secretary’s Certificates for both sides.
Foreign ownership violations: Confirm the buyer-corporation’s Filipino ownership before transferring land.
Overlooking VAT: If the seller is a developer or the property is ordinary asset/non-residential, vet VAT.
Skipping condo project caps: Ensure the 40% foreign cap at the project level is intact.
Assuming eCAR is the finish line: It’s necessary but not sufficient—you still need Assessor transfer and RD registration.
Signatory issues: Expired IDs, wrong names/spellings, or out-of-country signings without apostille/consularization.

12) Clean Checklist (Corporate Buyer)

Deal & Authority

Notarized Deed (sale/donation/assignment)
Board Resolution & Secretary’s Certificate (both parties)
IDs/TINs of signatories; corporate SEC docs (Articles/By-laws/GIS)

Property Papers

Owner’s duplicate Title + latest CTC
Latest Tax Declarations (land & improvements)
RPT receipts & Tax Clearance
Technical Description/Lot Plan (if required)

BIR

CGT/CWT/VAT/DST returns and receipts
eCAR/CAR

LGU & Assessor

Transfer Tax OR
Assessor’s transfer forms/receipts
New Tax Declaration in corporate name

RD/LRA

Registration fees & IT/Entry fee
New Title (TCT/OCT/CCT) in corporate name
CTC of the new title
LRA Status Certificate (optional/if required)

13) Sample Clause Snippets (Illustrative Only)

Deed of Assignment (Property-for-Shares) – Consideration

“For and in consideration of the issuance by Assignee-Corporation to Assignor of [__] common shares with a par value of ₱[__] per share (total value ₱[__]), Assignor hereby assigns, transfers, and conveys to Assignee-Corporation, by way of assignment, all rights, title, and interest in and to the Property described as [technical description/title no.], free from all liens and encumbrances except as annotated on the title.”

Corporate Authority

“RESOLVED, that the Corporation acquire the property covered by TCT No. [__] for a consideration of ₱[__]/in exchange for [__] shares, and that [Name/Title] is authorized to sign the Deed and all documents and to pay fees and taxes in connection therewith.”

(Tailor to your facts; get counsel to review.)

14) Frequently Asked Questions

Q1: Can a foreign-owned corporation hold Philippine land? No, not directly, unless the corporation is at least 60% Filipino-owned. Foreign ownership is allowed up to 40% of condominium projects; land may be leased long-term.

Q2: Is the tax declaration alone enough to prove ownership? No. Only the registered title proves ownership (subject to limited exceptions). A tax declaration is mainly for taxation.

Q3: We did a tax-free exchange. Do we still need eCAR? Yes. The BIR still issues an eCAR/CAR reflecting the transaction’s tax treatment; it’s required for RD registration.

Q4: Must we obtain an LRA Status Certificate? Not always legally required, but often requested by banks/buyers in due diligence or financing.

Q5: When is VAT triggered? Typically when the seller is a VAT-registered real estate dealer selling non-residential property or residential above thresholds, in the ordinary course. Facts and thresholds matter—check current rules.

15) Practical Tips

Start RPT clean-up early; arrears stall everything.
Align deed values with BIR zonal/market values to avoid recomputation.
Use the exact technical description from the title to avoid RD re-processing.
Bundle filings: Aim to line up BIR → LGU → Assessor → RD within the validity windows of receipts/eCAR.
Keep certified copies at each stage; many counters ask for duplicate sets.
For tax-free exchanges, prepare a comprehensive binder (control test evidence, valuations, share issuance docs).

Final Word

Transferring a tax declaration and land title to a corporation in the Philippines—and obtaining an LRA Status Certificate—is a multi-agency exercise that rewards meticulous documentation and correct tax characterization. If your deal has any of the red flags in §§6–7 (VAT, foreign ownership, agricultural land, or tax-free exchange), consult counsel early to structure it right and keep the timetable intact.