🇵🇭 Philippines税务
菲律宾税务合规指南:扎姆博anga市商业地产扩张中的税负要点
来源:BIR · Rappler Philippines
作者:东南亚合规中心编辑团队
TL;DR · 核心要点
本文基于菲律宾主流媒体Rappler报道,梳理SM Prime在扎姆博anga市新设商业综合体所涉核心税务环境与合规背景。要点包括:1)扎姆博anga市属特别经济区域(Zamboanga Peninsula),适用《菲律宾国家内部税收法典》(NIRC)及地方政府附加税规定;2)新 mall 开业触发增值税(VAT)登记、不动产税(Real Property Tax)申报及营业税(Business Permit Tax)年度更新义务;3)跨区域连锁运营需关注总分机构间关联交易定价合规与预提税(WHT)代扣义务;4)外资控股(如SM Prime为PLC上市实体)涉及股息汇出15%预提税及BEPS本地文件准备要求。企业实际影响:拟进入该市场的中资开发商须提前完成BIR注册(Form 1901/2303)、地方市政许可及税务健康检查,避免因和平红利下快速扩张导致的税务稽查风险。
✅ 合规行动清单 · Compliance Checklist
- ›立即向菲律宾税务局(BIR)提交Form 1901完成税务登记,并在开业前30日内获取TIN(税务识别号)
- ›向扎姆博anga市市政厅(Zamboanga City LGU)申请并每年更新营业许可(Business Permit)及缴纳营业税(Business Permit Tax)
- ›就SM Prime总分机构间关联交易准备本地文档(Local File)及国别报告(CbCR)主体申报,满足BEPS第13项行动计划合规要求
- ›Register with the Bureau of Internal Revenue (BIR) using Form 1901 and obtain a Tax Identification Number (TIN) no later than 30 days prior to mall opening
- ›Apply for and annually renew the Business Permit with Zamboanga City Local Government Unit (LGU), including payment of Business Permit Tax
- ›Prepare the Local File and file the Country-by-Country Report (CbCR) notification with BIR to comply with BEPS Action 13 requirements for intercompany transactions
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立即咨询 →常见问题解答
在扎姆博anga市开设商场是否需要单独向BIR申请增值税(VAT)登记?+
是的。根据菲律宾税务局(BIR)规定,任何年销售额超300万比索的商业实体必须强制注册VAT。SM City Zamboanga作为新设独立法人或分公司,须在开业前30日内提交Form 2303并获取TIN,否则将面临每日500比索滞纳金及销售发票无效风险。
商场持有的土地和建筑需缴纳哪些地方税?+
须按年度缴纳不动产税(Real Property Tax, RPT),税率由扎姆博anga市政府设定(通常为评估值的1%-2%),另含特殊教育基金(SEF)附加费(1%)。逾期将产生每月2%滞纳金,并可能触发地方政府查封资产程序。
SM Prime等菲律宾本地上市公司向境外股东分红,中资股东需缴多少预提税?+
若中资股东为非居民企业且未适用税收协定,股息汇出预提税率为15%(NIRC Sec. 28(B)(5)(b))。中国-菲律宾税收协定未覆盖股息条款,故无法享受优惠税率,需由菲律宾支付方代扣代缴并申报BIR Form 1606。
商场内入驻的KFC、Mang Inasal等品牌商户,其特许经营收入是否影响商场业主的税务责任?+
是。商场业主收取的租金、管理费、特许权使用费(如品牌授权分成)均构成应税营业收入,须按累进所得税率(非VAT小规模纳税人)或12% VAT+30%公司所得税(一般纳税人)申报。混合收入结构需严格拆分核算。
疫情期间收购并翻新的Mindpro Citimall,其资产重估增值是否产生资本利得税?+
不产生。菲律宾目前无针对企业自用不动产的资本利得税(CGT),仅对‘以交易为目的’出售房地产征收6%最终税(NIRC Sec. 227)。但若翻新后转租或分租,相关折旧抵扣须符合BIR Revenue Regulations No. 5-2021关于改良支出资本化要求。
相关关键词
菲律宾税务扎姆博anga商业地产VAT注册菲律宾预提税BIR合规
📄 官方原文参考(英文)点击展开
Zamboanga City Mall No. 90: Sy family to open SM City Zamboanga this March as peace and order holds Mar 1, 2026 5:48 PM PHT Isagani de Castro Jr. SUMMARY This is AI generated summarization, which may have errors. For context, always refer to the full article. VINTA. An artist's render of SM City Zamboanga, SM Prime's second mall in the populous city of Zamboanga. SM City Zamboanga Facebook INFO In a sign of Zamboanga Peninsula's much-improved peace and order situation, another modern mall will rise in Asia's Latin City in southern Philippines MANILA, Philippines – The Sy family’s property conglomerate SM Prime will open to the public its 90th mall in the country – SM City Zamboanga – on March 20 at 10 am, with a mall blessing the day before. Construction of the mall started in February 2023 and was set to open in late 2025 but got delayed by a few months. Located on Vitaliano Agan Avenue, it will be SM Prime’s second mall in Zamboanga City. MINDPRO. The old Mindpro Citimall in Zamboanga City that was acquired, renovated, and expanded by SM Prime. Courtesy of SM City Mindpro Facebook SM Prime bought, renovated, and expanded an old mall, Mindpro Citimall, rebranded it as SM City Mindpro when it opened in 2020 during the pandemic. It was a venture that SM Supermalls president Steven Tan had described as a “very, very successful” mall. “So, we’re very bullish with the Zamboanga market, we’re opening a bigger one,” Tan said in a previous interview with the ABS-CBN News Channel. SM Prime president Jeffrey Lim had described SM City Mindpro’s opening as “a testament to the flourishing economic activities in Mindanao, boosting the confidence of SM Prime to continue its expansion plans in the region.” FIRST. SM Prime’s first mall in Zamboanga City, SM City Mindpro, on La Purisima Street, Zamboanga City, opens in December 2020 in time for Christmas. It was the Sy family’s 76th supermall, the 7th in Mindanao, and the first in Zamboanga Peninsula region. Courtesy of SM City Mindpro Improved peace and order The bullishness is partly due to the much improved peace and order situation in the whole of Zamboanga Peninsula, and in what is also known as “Asia’s Latin City,” where a big part of the people speak Chavacano, an indigenous, Spanish-based language. Over 12 years ago, Zamboanga City went through one of the most violent episodes in its history when around 500 members of the Moro National Liberation Front (MNLF) took dozens of hostages and laid siege to the city due to government’s alleged failure to abide by the provisions of the 1996 peace agreement with the Fidel Ramos administration. (READ: Zamboanga City: Ground Zero a year after) Zamboanga City remembers infamous 2013 siege, honors 38 heroes Government forces fought back in a military operation that lasted three weeks, resulting in more than 200 people killed and over 120,000 displaced. The city would later vow “never again.” (READ: Zamboanga City remembers infamous 2013 siege, honors 38 heroes) Zamboanga City has since recovered from that conflict and rebuilt the areas affected by the bloody siege. After the pandemic, the city’s economy grew 4.9% from 2023 to 2024, led by the services sector, the Philippine Statistics Authority (PSA) reported in September 2025. Image from Philippine Statistics Authority, September 2025 FB post Zamboanga City’s vibrant economy is rooted in its large population of over 1 million. It is the second largest city in Mindanao, population-wise, next to Davao City, and the sixth most populous in the Philippines. Zamboanga City is considered the economic hub of the whole Zamboanga Peninsula, and is also the country’s “Sardines Capital” with over 10 companies engaged in fishing, processing and canning of sardines. It also has a large informal economy. Due to its proximity to the Philippines’ southern-most provinces of Basilan, Sulu, and Tawi-Tawi, the city has a thriving modern barter trade. Many goods, especially food, cigarettes, and textiles, from neighboring countries such as Malaysia and Indonesia are sold in the city, and they’re cheaper than those sold in most formal trading centers. (READ: Filipino Islam will outlast its fanatics) Must Read [Time Trowel] Zamboanga City and ‘Chief of War’ One indication of Zamboanga City’s prosperity is the fact that it already has several other modern malls. Next to SM City Zamboanga is the KCC de Zamboanga, part of the KCC mall chain in Mindanao. KCC de Zamboanga opened in December 2015, five years earlier than SM City Mindpro with an expansion that followed in 2017. Mang Inasal founder Injap Sia’s DoubleDragon opened CityMall in Guiwan, beside the Guiwan Zamboanga Public Market in Zamboanga City in December 2025. It is the second CityMall in Zamboanga City after CityMall Tetuan. There’s also Yubenco Star Mall outside downtown. DD. Injap Sia’s DoubleDragon Corp. opens CityMall in Guiwan, Zamboanga City on December `5, 2025. DoubleDragon has 53 malls nationwide and says it is the third largest mall developer in the Philippines. Courtesy of DoubleDragon handout A report, A Digital Industries Guide to Invest in Zamboanga City in 2025, said the average yearly income of registered firms in Zamboanga City was around P3.4 million in 2019 or before the pandemic struck. Vinta-inspired exterior SM City Zamboanga’s exterior is inspired by the Vinta, Zamboanga’s traditional multi-colored boat that represents the city’s diverse culture. Around 22% of the city’s population are Muslims. In the whole Zamboanga Peninsula, there are indigenous groups such as the Tausugs (natives of Sulu), Badjaos (sea gypsies), Maranaos, and Samals. SM Supermalls describes the mall as a “premier lifestyle destination” in Zamboanga City with “modern architecture, indoor plaza, and modern cinemas.” It will have a Sky Plaza on the roof deck for social gatherings, cultural events, and sports activities. Among the food outlets that will open in SM City Zamboanga are American fast-food chain KFC, Singaporean restaurant Nanyang, Japanese brand Botejyu, and American coffee chain Starbucks. One of the unique homegrown brands that will open in the new mall is Astana by Dennis Coffee Garden. COFFEE. Homegrown brand Dennis Coffee Garden, which specializes in Sulu Coffee or Kahawa Sug, gives a peek of its restaurant’s exterior in SM City Zamboanga, which will open to the public on March 20, 2026. Courtesy of Dennis Coffee Garden Facebook Dennis Coffee Garden, founded by Imelda Dagus, traces its origins to a small café, Omar’s Place, in the town of Jolo, Sulu. It has been serving native coffee — Kahawa Sug — with native Tausug delicacies such as wadjit (purple glutinous rice cooked in pure coconut milk), biyaki (like a rice cake made from corn), pitis (glutinous rice flour sticky with sweet coconut filling wrapped in banana leaves), pastil (hand pies with togue served with sweet spicy sauce), and satti ayam (grilled chicken strips). It also serves authentic Tausug meals including beef kulma (beef cubes in curry paste), chicken pianggang (chicken marinated in roasted coconut and spices), utak-utak (fried fish cakes), and tiulah sug (beef in broth roasted coconut and spices). Dennis Coffee Garden already has four branches in Zamboanga City. It says, however, that Astana by Dennis Coffee Garden will have the “same heritage” but “elevated experience,” and will bring “Sulu’s culinary legacy into a new era of refined dining.” Zamboanga City government, now led by Mayor Khymer Olaso, said the new mall will help create jobs and boost the local economy. Must Read Zamboanga’s new mayor taps political veteran Celso Lobregat for key city hall post Higher foot traffic despite competition SM Prime’s recent mall openings have been in areas outside Metro Manila, particularly in what it calls “progressive cities” in Luzon, Visayas, and Mindanao. Last year, it opened its 88th mall in Laoag City, Ilocos Norte on May 30, its first supermall in Ilocos Norte. Five months later, it opened mall no. 89, SM City