Here’s a Philippine-focused, plain-English legal explainer on how to handle shares in a revoked corporation when preparing an Estate Tax Return. It’s comprehensive but still general information—not legal advice. Facts matter a lot; when in doubt, consult counsel or a tax practitioner.

Big picture

The estate tax is 6% on the net estate of the decedent at fair market value (FMV) on the date of death.
“Shares of stock” are personal property of the decedent and must be reported—even if the issuing corporation’s SEC registration has been revoked (for non-filing, non-operation, etc.).
A revoked corporation is no longer allowed to operate, but its assets and liabilities don’t vanish. The law treats the corporation as existing only for winding-up and liquidation. Stockholders keep a residual right to liquidation proceeds, if any.
Your valuation, documentation, and transfer steps depend on (a) when the revocation happened relative to the date of death, and (b) whether the corporation has assets left.

1) What “revoked corporation” means for estate reporting

A. Corporate status

Revocation of SEC registration (or dissolution) ends the authority to operate but generally preserves a limited existence to wind up corporate affairs (pay creditors, sell assets, distribute any remainder to stockholders). Directors typically act as trustees in liquidation (or a court/contractual liquidator handles it).
Revival is possible under the Revised Corporation Code (RCC), restoring corporate existence prospectively. A later revival does not change the valuation date for estate tax (still the death date), but it may affect how you effect the transfer of title after you obtain your tax clearance.

B. What the “share” represents after revocation

The share is no longer an interest in a going concern; it’s effectively a claim on the net liquidation value, if any, after assets are realized and creditors are paid.
If the corporation has no assets (or liabilities exceed assets), the share’s FMV may be zero—but you must substantiate this.

2) Valuation rules and how they apply when the issuer is revoked

Estate valuation is always as of the date of death (no Philippine “alternate valuation date”).

A. If the corporation was revoked before the decedent’s death

Use a liquidation value approach:
- Start with net assets at (or nearest to) the date of death: total assets at realizable value minus liabilities, liquidation costs, and taxes.
- Divide by outstanding shares to get a per-share liquidation value.
If net assets are nil/negative and there’s no reasonable prospect of distribution, FMV may be ₱0.
Support with:
1. SEC Certificate/Order of Revocation;
2. Latest audited/management financial statements;
3. Schedules of assets and liabilities (e.g., property titles, bank statements, receivables aging);
4. Any liquidator/trustee reports or board resolutions on winding-up;
5. A CPA computation of liquidation value.

B. If the corporation was revoked after the decedent’s death

Value the shares as of death under the normal rule for unlisted shares (commonly book value for common shares; par or redemption terms for certain preferred shares), using the latest financial statements prior to death and reasonable interim updates if material changes existed at that time.
Subsequent revocation is a post-death event; you cannot back-project it into the valuation unless facts already knowable at death justify an impairment (e.g., the company was already insolvent).
Attach the usual unlisted-share documentation (see §4) and, for clarity, also attach the later revocation proof as background.

C. If the corporation is revived later

The estate’s declared FMV stays anchored to the death date. A later revival does not retroactively increase/decrease the estate’s tax base.
For transfer mechanics, revival makes share transfer administratively easier (the corporate secretary/transfer agent can record the heirs in the Stock & Transfer Book after you obtain the BIR CAR). If not revived, see the “transfer when no corporate machinery exists” notes in §6.

3) Special valuation nuances

Closely-held corporations: If revocation happened long ago and the “company” is basically a holding entity for one or two assets (e.g., a parcel of land), determine the current realizable value of those assets (net of liens and taxes), not just book values.
Illiquid or disputed assets: Use independent appraisals (real property, machinery) as of death or nearest possible date, then adjust for known encumbrances and liquidation costs.
Contingent liabilities/claims: If significant and reasonably estimable as of death (e.g., a judgment, tax assessment under audit), factor them into net assets with disclosure.
Unpaid subscriptions: If the decedent’s shares are not fully paid, the unpaid subscription is an estate liability (owed to the corporation/liquidator), while the shares’ value should reflect the paid-in portion only. Document both.
Preferred shares: Check the articles/terms for preference upon liquidation (e.g., priority over common up to par plus dividends).

4) Documentation BIR typically expects (unlisted, revoked issuer)

When the issuer is revoked, expect heavier substantiation:

Core estate filings (for BIR Form 1801):

Death certificate; TINs (decedent/heirs); notarized Extrajudicial Settlement or court-approved partition (if applicable); IDs; proof of relationship; inventory of assets and liabilities; CAR application set.

Shares-specific:

SEC Revocation certificate/order; any dissolution/winding-up filings.
Corporate-secretary certification of the decedent’s shareholdings (last known Stock & Transfer Book entries). If the secretary is unavailable, use secondary evidence: old share certificates, board minutes, prior GIS/AFS, tax filings listing shareholders.
Financial statements nearest to death (audited if available), plus management accounts or liquidation schedules proving asset makeup and liabilities.
CPA attestation of per-share liquidation value (or book value if still ongoing at death).
Asset support: land titles/tax declarations under the corporation’s name, bank certifications, receivable schedules, inventory lists, appraisals; liability support (loan statements, mortgages, tax assessments).
Affidavit of non-operation/no assets (if truly asset-less), plus evidence (e.g., closed bank accounts, nil tax filings).
If revival occurred, attach SEC Certificate of Revival and the incumbent corporate secretary’s certification for transfer recording post-CAR.

Tip: Organize exhibits by A (status), B (ownership), C (value), D (supporting schedules). Make it easy for the examiner to trace.

5) What to actually put in the Estate Tax Return (Form 1801)

Schedule of Personal Properties → Shares of Stock (Unlisted).
State: Corporation name, SEC Registration No., status (Revoked as of [date]), number/class of shares, and FMV per share × shares = total FMV.
For revoked-before-death: write “Valued at liquidation value as of [date of death] per CPA computation; see Annexes.”
For post-death revocation: write “Valued at book value as of [date of death] per latest FS prior to death (with interim adjustments, if any).”

6) How to transfer the shares (post-CAR) when the issuer is revoked

You cannot be recorded as shareholders without a Certificate Authorizing Registration (CAR) or the Estate Tax Clearance. After you have it:

Scenario A: No revival, no active officers

You can assign and distribute the stockholder’s “liquidation right” via the Extrajudicial Settlement/Deed of Assignment.
Lodge the deed and CAR in the estate records; if a liquidator/trustee is appointed (by court/contract or by the board when it still existed), notify them so future liquidation proceeds are paid to the heirs (or to the estate’s bank account).
Maintain a paper trail: the corporation’s dissolution documents, proof of notice to the liquidator, and receipts of any distributions.

Scenario B: Revival or functioning secretariat

Present the CAR and the deed of distribution to the corporate secretary/transfer agent for annotation in the Stock & Transfer Book and issuance of new certificates (or electronic registry) to the heirs.
If the corporation remains in liquidation post-revival, note on the certificates (or minutes) the liquidation status and any restrictions.

7) Deductions, deadlines, and penalties (estate-level)

Deadline: File and pay within one (1) year from death (extensions require meritorious reasons).
Rate: 6% of the net estate.
Common deductions:
- Standard deduction: ₱5,000,000.
- Family home: up to ₱10,000,000 (subject to requirements).
- Claims against the estate (valid, documented debts—including unpaid subscriptions).
- Losses and expenses incurred during settlement (with restrictions).
Surcharges/interest apply if late. File even with ₱0 value for the revoked-corp shares, as long as you can prove why the value is zero.

8) Common examiner issues—and how to preempt them

“Show me proof the corporation is truly asset-less.”
- Produce SEC revocation, tax filings showing non-operation, bank closure letters, title searches showing no property, and a CPA nil-asset attestation.
“Book value vs. liquidation value?”
- If the issuer was already revoked at death, use liquidation value. If it was still alive at death, start with book value (adjusted for facts then known).
“Why did you value at ₱0?”
- Provide computations showing negative or nil net assets as of death, with evidence of liabilities and no realizable assets.
“We can’t transfer—no corporate officers exist.”
- Clarify that the estate is assigning the liquidation entitlement; attach CAR and settlement deed, and route any proceeds via the liquidator/trustee (or escrow if court-supervised).
“There’s a piece of land under the corporation—why didn’t you reflect that?”
- You did—indirectly—at the corporate level through liquidation value. (Do not list corporate assets as if owned by the decedent personally.)

9) Worked mini-examples

Revoked 3 years before death; corporation once held a bank account and an old vehicle now junked.
- Gather bank closure letters, disposal records, and a CPA statement: net assets = ₱0. Report shares at ₱0 FMV with substantiation.
Alive at death, heavily indebted; revoked a year after death.
- Value per book value at death (with impairment known then). Later revocation is background. Transfer after CAR; heirs may later receive (or not) liquidation scraps.
Holding company with one titled lot; revoked before death; lot is still there.
- Appraise the lot as of death (less liens/selling costs), deduct corporate liabilities/taxes, divide by outstanding shares = per-share liquidation value.

10) Practical checklist

Valuation

Determine status at death (active/revoked).
Assemble FS nearest to death; get appraisals for significant assets.
Compute liquidation value (if revoked) or book value (if active).
Obtain a CPA certification of value and assumptions.

Ownership

Stock certificates / STB extracts / corp sec certification.
If officers unavailable: secondary evidence (old GIS/AFS, minutes, tax filings listing stockholders).

Filing

Complete Form 1801 schedules.
Attach SEC status documents, value computation, and supporting schedules.
Pay within 1 year; request extension only if justified.

Transfer

Secure CAR.
If no officers: assign liquidation rights in the settlement deed and put the liquidator on notice.
If revived: process STB transfer with corp sec.

11) Red flags and tips

Don’t double-count corporate assets in the decedent’s personal estate.
Substantiate “zero”—BIR will challenge unsubstantiated write-downs.
Watch unpaid subscriptions—they’re liabilities of the estate.
Keep dates straight—valuation is as of death; later revocation/revival affects mechanics, not the tax base.
Coordinate early with a CPA; clean workpapers speed up the CAR.

If you want, tell me (a) the revocation date, (b) what assets, if any, the corporation still holds, and (c) how many shares the decedent owned—I can sketch the exact estate schedule wording and a valuation memo you can attach to your filing.