Improperly Accumulated Earnings Tax




Section 29 of the National Internal Revenue Code (NIRC) of 1997, as amended, imposes Improperly Accumulated Earnings Tax (IAET) on corporations for each taxable year on the improperly accumulated taxable income of such corporations. It is equal to 10 percent of the improperly accumulated taxable income.
This tax applies to every corporation which is formed or availed of for the purpose of avoiding the imposition of income tax on the income received by shareholders of the corporation, by permitting its earnings or profits to accumulate, instead of being divided or distributed. Based on Section 6 of Revenue Regulations (RR) 2-2001, the dividends must be declared and paid or issued not later than one year following the close of the taxable year, otherwise, the IAET, if any, should be paid within 15 days thereafter.

The IAET is imposed to discourage tax avoidance through corporate surplus accumulation. When corporations do not declare dividends, income taxes are not paid on the undeclared dividends received by the shareholders. The tax on improper accumulation of surplus is essentially a penalty tax designed to compel corporations to distribute earnings so that the said earnings by shareholders could, in turn, be taxed (GR 108067. January 20, 2000).
There are instances when IAET does not apply despite accumulation of earnings and profits of a corporation. The IAET does not apply to (a) Publicly held corporations, (b) Banks and other nonbank financial intermediaries, and (c) Insurance companies. RR 2-2001 likewise included taxable partnerships, general professional partnerships, nontaxable joint ventures and enterprises duly registered under special economic zones as exempt from the coverage of IAET.
Further, if the failure to pay dividends is due to some other causes, such as the use of undistributed earnings and profits for the reasonable needs of the business, such purpose would not generally make the accumulated or undistributed earnings subject to IAET. However, if there is a determination that a corporation has accumulated income beyond the reasonable needs of the business, the 10-percent improperly accumulated earnings tax shall be imposed.
While there appears to be no clear-cut definition of the phrase “reasonable needs of the business,” Section 29(E) of the Tax Code defines it to include the reasonably anticipated needs of the business. RR 2-2001 defines the same as the immediate needs of the business, including reasonably anticipated needs. In either case, the corporation should be able to prove an immediate need for the accumulation of the earnings and profits, or the direct correlation of anticipated needs to such accumulation of profits. The computation of the improperly accumulated earnings under Section 29 of the Tax Code, as amended, excludes the earnings and profits of a corporation set aside for the reasonable needs of the business (CTA Case 8295, May 15, 2015).
Under Section 3 of RR 2-2001, the following constitute accumulation of earnings for the reasonable needs of the business:
1.      a) Allowance for the increase in the accumulation of earnings up to 100 percent of the paid-up capital of the corporation as of Balance Sheet date, inclusive of accumulations taken from other years;
2.      b) Earnings reserved for definite corporate expansion projects or programs requiring considerable capital expenditure as approved by the Board of Directors or equivalent body;
3.      c) Earnings reserved for building, plants or equipment acquisition as approved by the Board of Directors or equivalent body;
4.      d) Earnings reserved for compliance with any loan covenant or pre-existing obligation established under a legitimate business agreement;
5.      e) Earnings required by law or applicable regulations to be retained by the corporation or in respect of which there is legal prohibition against its distribution;
6.      f) In the case of subsidiaries of foreign corporations in the Philippines, all undistributed earnings intended or reserved for investments within the Philippines as can be proven by corporate records and/or relevant documentary evidence.
Thus, if a company can justify the accumulation of its earnings as within the reasonable needs of business, it is exempt from the imposition of IAET.


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