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

This practical legal guide walks through end-to-end requirements, taxes, and procedures for moving real property into a Philippine corporation’s name and securing a Land Registration Authority (LRA) status certificate. It’s written for founders, property officers, and counsel handling sales, asset-for-shares transfers, internal restructurings, or donations.

1) Core Concepts & Who Does What

Registry of Deeds (RD): Cancels the seller’s title and issues the new TCT/CCT in the corporation’s name after taxes are paid and documents are complete.
LRA (Land Registration Authority): Supervises all RDs and issues certifications on the status of titles and related registrable instruments.
BIR (Bureau of Internal Revenue): Assesses and issues the eCAR (electronic Certificate Authorizing Registration)—your golden ticket to register the transfer at the RD.
LGU (City/Municipal Assessor & Treasurer): Cancels/creates Tax Declarations and collects Transfer Tax and other local charges.
SEC (Securities and Exchange Commission): Relevant if the property is transferred as capital (e.g., tax-free exchanges, paid-in capital, or asset-for-shares).

2) Typical Transaction Structures (Pick One)

Deed of Absolute Sale (DOAS)
- Seller (individual or entity) sells to the corporation for cash or consideration.
Deed of Donation
- Gratuitous transfer to the corporation (rare; donor’s tax implications apply).
Deed of Assignment / Exchange for Shares
- Property transferred as capital contribution in exchange for shares (may qualify for tax-free exchange if the transferors gain control immediately after the exchange under the NIRC’s Sec. 40(C)(2) rules; compliance and filings still required).
Internal Reorganization (e.g., merger/spin-off)
- Governed by special corporate and tax rules; documentation and approvals depend on the route.

Foreign ownership note: Only corporations with ≤40% foreign equity may own land in the Philippines. Foreigners may own condominium units subject to the 40% foreign cap for the condominium corporation.

3) Pre-Transfer Due Diligence (Recommended)

Get a Certified True Copy (CTC) of the Title (TCT for land; CCT for condos) from the RD of the property’s location. Check:
- Owner’s name matches the seller.
- Technical description is clear and consistent with tax maps/surveys.
- Encumbrances/annotations: mortgages, adverse claims, lis pendens, easements, restrictions.
Secure the latest Tax Declaration(s) from the Assessor and Real Property Tax (RPT) receipts from the Treasurer. Confirm no arrears.
Check land use and special regimes:
- Agricultural land: DAR rules (e.g., conversion clearances) may apply.
- Timber/mineral/foreshore/special zones: additional agency approvals may be needed.
- Condominiums: verify association dues and Condo Corp clearance if required.
Seller profile: Determine if the property is an ordinary asset (developer/inventory) or capital asset—this drives tax treatment.
Corporate authority: Prepare the buyer corporation’s Board Resolution/Secretary’s Certificate authorizing the acquisition and signatory.

4) Draft & Notarize the Instrument

Essential document (choose based on structure):

DOAS / Deed of Donation / Deed of Assignment (for capital contribution or restructuring).

Attach as applicable:

Latest CTC of Title and Tax Declaration.
Two (2) government-issued IDs of signatories; Community Tax Certificates if used.
Corporate documents: SEC Certificate of Incorporation, Articles/By-laws (or Amended), latest GIS, Board Resolution/Secretary’s Certificate authorizing the transaction and signatory.
For capital contribution: board approval of subscription/issuance; description of property and valuation basis.
Third-party consents: mortgagee, lessor, developer, homeowners’/condo corp, if applicable.
Special powers of attorney for representatives.

Notarize in the place of execution; pay the notarial fee; request multiple notarized copies.

5) Pay Taxes & Obtain the BIR eCAR

A. National Taxes (BIR)

Tax treatment depends on the asset classification and transaction type:

Capital Gains Tax (CGT) – typically 6% of the higher of the gross selling price or zonal/fair market value; applies when an individual or non-real-estate-dealer transfers capital assets (e.g., a personal lot) to the corporation.
Creditable Withholding Tax (CWT) – generally applies to ordinary assets sold by real estate dealers or when the seller is engaged in business; rates depend on property location, classification, and price bracket.
Value-Added Tax (VAT) – may apply if the seller is VAT-registered and the property is an ordinary asset (e.g., developer inventory).
Donor’s Tax – if the transfer is gratuitous (donation), donor’s tax applies based on the net gift.
Tax-Free Exchange (TFE) (Sec. 40(C)(2)) – possible for property-for-shares transfers giving the transferor(s) control (≥51%) immediately after exchange. While CGT may be inapplicable to the qualifying gain, documentary requirements, DST, and compliance filings remain. Coordination with your RDO and adherence to current revenue regulations is crucial.
Documentary Stamp Tax (DST) – on deeds of sale/conveyance of real property (effectively 1.5% of consideration or fair market value, whichever is higher). Additional DST on original issuance of shares may apply in capital contribution scenarios.

Key BIR deliverable: eCAR (electronic Certificate Authorizing Registration), which the RD requires to register the title transfer.

Usual BIR documentary set (vary by RDO/transaction):

Notarized deed (sale/donation/assignment).
TINs of parties; valid IDs.
CTC of Title and latest Tax Declaration.
Location plan/lot plan if requested.
Official receipts of tax payments (CGT/CWT/VAT/DST as applicable).
Sworn statements, valuation documents, and TFE compliance papers if claiming tax-free treatment.
For corporations: SEC documents, Board Resolution/Secretary’s Certificate.
Proof of RPT payments; tax clearance on arrears.

Tip: Ensure the consideration in the deed is aligned with zonal value and assessor’s fair market value to avoid under-declaration issues. BIR uses the highest of these values for tax computations.

B. Local Taxes (LGU)

Local Transfer Tax – typically up to 0.75% of the consideration or FMV (rates vary: ~0.5% in provinces; up to ~0.75% in cities).
Other local charges – documentary fees, certification fees as imposed by the Treasurer/Assessor.

Keep all official receipts—they’re part of the RD packet.

6) Register the Transfer at the Registry of Deeds

Submit:

BIR eCAR (original).
Notarized Deed (with documentary stamps).
CTC of Title (owner’s copy) and RD-certified photocopies as required.
Tax Declarations and RPT/transfer tax receipts; Treasurer’s/Assessor’s clearances.
Corporate papers: SEC registration, Board Resolution/Secretary’s Certificate naming the authorized signatory and accepting the conveyance.
IDs of signatories/attorneys-in-fact and SPA, if applicable.
Other consents/clearances (mortgagee consent; developer or HOA/Condo Corp clearance for subdivisions/condos).

RD actions:

Entry and documentary examination.
Assessment of fees (registration fees based on LRA schedule).
Cancellation of seller’s title and issuance of:
- New TCT (land), or
- New CCT (condo unit) in the corporation’s name, with all existing valid annotations carried over.
Release of the owner’s duplicate title to the new registered owner (or mortgagee, if there is a simultaneous new mortgage).

7) Update the Tax Declaration with the Assessor

After getting the new Title:

File with the City/Municipal Assessor to cancel the old Tax Declaration and issue a new Tax Declaration in the corporation’s name.
Submit:
- Copy of the new TCT/CCT.
- RD registration documents (e.g., Primary Entry Book number).
- eCAR and LGU transfer tax ORs.
- Latest RPT receipts and any required tax clearance.
- Corporate documents (SEC papers, Board/Secretary’s Cert).
The Assessor releases a new Tax Declaration reflecting:
- Corporate owner’s name and TIN.
- Updated assessed value (if re-assessed).
- Property identification (ARP number, etc.).

Important: The title is the evidence of ownership; the tax declaration is not proof of ownership but is required for taxation and LGU records. Always align both.

8) Obtaining an LRA Title Status Certificate

Different RDs/LRA service counters offer certifications concerning a title’s status. Common types include:

Certification of Encumbrances/Annotations – lists all liens, mortgages, adverse claims, notices of lis pendens, etc., appearing on the title.
Certification as to Title Status/No Pending Transaction – states whether there are pending dealings or adverse notations affecting the title.
Certified True Copy (CTC) of Title – not a “status certificate” per se but often requested together.

How to request:

Prepare details: TCT/CCT number, registered owner (corporation) name, property location, and RD where the title is kept.
Submit to the relevant RD (or designated LRA service channel) a request form and:
- Valid ID of the requesting party; if a representative, Authorization Letter/SPA and ID copies.
- For corporate requests: Board/Secretary’s Certificate authorizing the representative.
Pay the prescribed fees; keep the official receipt.
The RD/LRA issues the certification. Review it to confirm there are no unexpected encumbrances or pending transactions.

Practical uses: bank financing, corporate housekeeping, buyer due diligence, or supporting documents for internal audits and regulator inquiries.

9) Special Scenarios & Nuances

Property Subject to a Mortgage:
- Either assume the mortgage with mortgagee’s written consent, or require discharge/cancellation before/at transfer. The RD will not delete a mortgage annotation without proper Cancellation of Mortgage.
Adverse Claim/Lis Pendens:
- These are serious clouds. Resolve the underlying dispute or obtain a court order/quitclaim and file the proper cancellation before or along with the transfer.
Estate Property:
- If the seller is an estate, settle estate tax and obtain BIR’s eCAR for estate settlement before the estate can validly convey the property.
Condominiums:
- Check master deed restrictions, association clearances, dues; RD will require developer/condo corp documents for certain dealings.
Agricultural/Converted Land:
- Ensure the land use matches the corporation’s intended use; DAR/LGU zoning and conversion issues can impede transfers/use.
Tax-Free Exchange (TFE) Compliance:
- Maintain a complete file: sworn statements, schedules of properties/shares, post-exchange control computations, SEC and corporate approvals. Even if CGT is not due, DST and other filings still apply; BIR requires documentary compliance to honor TFE treatment.
Related-Party Transactions:
- Expect transfer pricing and fair value scrutiny. Keep independent valuations/appraisals and board justifications.

10) Clean Checklist (Working Order)

A. DUE DILIGENCE

☐ CTC of Title (recent)
☐ Tax Declaration(s), latest RPT ORs, no arrears
☐ Encumbrance check; consents if needed
☐ Corporate authority docs ready

B. DRAFTING & NOTARIZATION

☐ Deed (Sale/Donation/Assignment) + annexes
☐ IDs, TINs, SPAs/Board/Secretary’s Certs
☐ Notarized originals (multiple sets)

C. BIR

☐ Compute CGT/CWT/VAT/DST (as applicable)
☐ Pay taxes; compile ORs
☐ Submit complete packet; secure eCAR

D. LGU

☐ Pay Local Transfer Tax and fees
☐ Obtain Treasurer/Assessor certifications if required

E. RD (TITLE TRANSFER)

☐ File deed + eCAR + LGU ORs + title + corporate docs
☐ Pay RD fees; monitor entry and issuance
☐ Receive new TCT/CCT (corp name)

F. ASSESSOR (TAX DECLARATION)

☐ Apply for new Tax Declaration (corp)
☐ Align records with new title

G. LRA/RD CERTIFICATIONS

☐ Request Title Status/Encumbrance Certificate
☐ Secure CTC of Title for corporate file

11) Common Pitfalls (and How to Avoid Them)

Mismatch of values (deed vs. zonal vs. assessor’s value) → leads to reassessment and delays. Align to the highest applicable value upfront.
Missing eCAR → RD will not register. Do BIR first.
Unsettled RPT arrears → LGU will not issue transfer tax clearances. Pay all dues and penalties.
No board authority → RD queries. Prepare Board/Secretary’s Certificates naming signatory and accepting transfer.
Encumbrances not cleared → annotations carry over. Cancel or assume with proper documentation.
Assessor not updated → tax billing issues. Always file for new Tax Declaration post-RD.
Improper TFE documentation → tax exposure later. Follow current BIR rules and keep a complete compliance file.

12) Records to Keep (Corporate Housekeeping)

New TCT/CCT (owner’s duplicate)
LRA/RD Certificate on Title Status/Encumbrances
eCAR and all tax ORs (CGT/CWT/VAT/DST; LGU transfer tax)
Deed (original notarized) and annexes
Board resolutions/Secretary’s Certificates, SPAs
SEC filings if shares were issued or authorized capital changed
Valuation/appraisal reports, if any
RPT receipts and new Tax Declaration

13) Quick Q&A

Q: Do we need the tax declaration before we can change the title? A: No. The title transfer is registered at the RD using the eCAR and other documents. The tax declaration is updated after title issuance (though you’ll show the latest tax dec/receipts during processing).

Q: Can a corporation buy land anywhere in the Philippines? A: Yes, subject to constitutional and special-law restrictions (e.g., ≤40% foreign ownership for landholding corporations) and project-specific zoning/land-use rules.

Q: Is a Title Status Certificate mandatory for title transfer? A: Not mandatory for transfer, but often requested for due diligence, loans, or internal controls. The eCAR is the mandatory piece for registration.

14) Practical Timeline & Sequencing Notes

Do BIR first (to get eCAR), then RD, then Assessor.
Start consents/clearances (mortgagee, developer, HOA/condo) early to avoid RD holds.
For capital contributions/tax-free exchanges, align SEC corporate actions (share issuance/ACS increase) with tax paperwork.

15) Final Reminders

Keep originals pristine; RD and BIR often require wet-ink copies.
Names, TINs, property identifiers, technical descriptions, and page totals must be internally consistent across all documents.
For complex scenarios (TFE, related-party transactions, VAT questions, agricultural lands, or encumbered titles), engage a Philippine real-estate lawyer and tax advisor/CPA to structure, compute, and file correctly.

If you want, I can turn this into a ready-to-fill document packet checklist (with blank forms and signature blocks) tailored to your specific transaction type (sale vs. capital contribution), province/city, and corporate details.