Question 2: Is the equity transfer date the same as the effective date of the equity agreement? No, the agreement usually comes into effect after being signed and sealed, and of course, conditions for entry into force can be attached. The equity transfer date is generally the equity delivery date agreed by both parties in the contract, or refers to the date when the industrial and commercial change registration is completed.
Question 3: What does the benchmark date of equity transfer mean? The base date is the date used to determine the value of trading interests. Because the company's operation is constantly changing in the process of equity trading, it is necessary to determine a benchmark date as the date to evaluate the value of equity trading.
Question 4: How to confirm the income and tax payment time of equity transfer? Generally speaking, the income tax payment of equity transfer can be divided into two categories, one is the income tax payment involved in equity transfer held by enterprises, and the other is the income tax payment involved in equity transfer held by individuals.
According to the provisions of the Enterprise Income Tax Law, an enterprise shall, within 15 days after the end of the month or quarter, submit a tax return for prepaying enterprise income tax to the tax authorities to pay taxes in advance. The enterprise shall, within five months after the end of the year, submit the annual enterprise income tax return to the tax authorities for final settlement and settlement of the tax refund. Therefore, enterprises should pay taxes in advance after receiving the equity transfer payment, and carry out liquidation and remittance at the end of the year.
The income tax involved in the transfer of shares held by individuals is mainly based on the provisions of the Measures for the Administration of Individual Income Tax on Equity Transfer (Trial) issued by State Taxation Administration of The People's Republic of China. Specifically:
Chapter II Confirmation of Income from Equity Transfer
Article 7
Income from equity transfer refers to cash, objects, securities and other forms of economic benefits obtained by the transferor due to equity transfer.
Article 8
All kinds of money related to equity transfer obtained by the transferor, including liquidated damages, compensation and other currencies, assets and rights and interests in various names, shall be incorporated into equity transfer income.
Article 9
According to the contract, the taxpayer's subsequent income after meeting the agreed conditions shall be regarded as the income from equity transfer.
Article 10
Income from equity transfer shall be determined in accordance with the principle of fair trade.
Article 11
Under any of the following circumstances, the competent tax authorities may verify the income from equity transfer:
(1) The declared income from equity transfer is obviously low without justifiable reasons;
(2) Failing to file tax returns within the prescribed time limit, or failing to file tax returns within the time limit ordered by the tax authorities;
(3) The transferor is unable to provide or refuses to provide relevant information on the income from equity transfer;
(4) Other circumstances in which the income from equity transfer should be verified.
Article 12
In any of the following circumstances, it is deemed that the income from equity transfer is obviously low:
(1) The declared equity transfer income is lower than the share of net assets corresponding to the equity. Among them, the invested enterprise owns land use rights, houses, unsold real estate, intellectual property rights, exploration rights, mining rights, equity and other assets, and the declared equity transfer income is lower than the fair value share of the net assets corresponding to the equity;
(2) The declared income from equity transfer is lower than the initial investment cost or the price paid for acquiring equity and related taxes;
(3) The declared income of equity transfer is lower than that of the same shareholder or other shareholders of the same enterprise under the same or similar conditions;
(4) The declared income from equity transfer is lower than that of enterprises under the same or similar conditions in the same industry;
(five) unreasonable free transfer of equity or shares;
(six) other circumstances identified by the competent tax authorities.
Article 13
The income from equity transfer that meets one of the following conditions is obviously low, which is considered reasonable:
(1) can produce valid documents to prove that the production and operation of the invested enterprise have been greatly affected by the adjustment of national policies, resulting in the low-cost transfer of equity;
(2) Inherit or transfer the equity to the spouse, parents, children, grandparents, grandchildren, grandchildren, brothers and sisters who can provide legal and valid identity certificates, and the dependents or supporters who have direct support or support obligations to the transferor;
(3) Internal transfer of non-transferable shares held by employees of this enterprise as stipulated by relevant laws, documents or the articles of association, with relevant information fully proving that the transfer price is reasonable and true;
(4) Other reasonable circumstances in which both parties to the equity transfer can provide effective evidence to prove its rationality.
Article 14
The competent tax authorities shall, in turn, verify the income from equity transfer according to the following methods:
(1) net assets verification method
The income from equity transfer shall be verified according to the net assets per share or the share of net assets corresponding to equity.
If the land use rights, houses, unsold real estate, intellectual property rights, exploration rights, mining rights, equity and other assets of the invested enterprise account for more than 20% of the total assets of the enterprise, the competent tax authorities may refer to the asset appraisal report issued by the legally qualified intermediary agencies provided by taxpayers to verify the income from equity transfer.
If the equity transfer occurs again within 6 months and the net assets of the invested enterprise have not changed significantly, the competent tax authorities may refer to the asset evaluation report of the invested enterprise at the time of the last equity transfer to verify the equity transfer income.
(2) analogy method
......& gt& gt
Question 5: How to determine the date of equity transfer? After the relevant shareholders' meeting decides, the signing date of the equity transfer agreement is enough!
Question 6: Isn't the setting of equity transfer date and benchmark date a benchmark for equity pricing? After that, the income is stipulated to the new shareholders, so the profit consolidated statement must be 630.
Question 7: How to evaluate shareholders' equity after the base date? The public transfer of shares in the share transfer system of small and medium-sized enterprises (hereinafter referred to as "the transfer of shares listed on the New Third Board") shall meet the requirements of continuous operation time. Article 9 of the Measures for the Administration of Initial Public Offering and Listing stipulates: "After the establishment of a joint stock limited company, the issuer shall continue to operate for more than three years, unless it is approved by the State Council. If a limited liability company is converted into a joint stock limited company according to the original book net asset value, the continuous operation time can be calculated from the date of establishment of the limited liability company "; Article 11 (1) of the Measures for the Administration of Initial Public Offerings on the Growth Enterprise Market stipulates: "The issuer is a joint stock limited company established according to law and continuously operated for more than three years. If a limited liability company is converted into a joint stock limited company according to the original book net asset value, the continuous operation time can be calculated from the date of establishment of the limited liability company "; Article 2. 1 of the Business Rules of the National Share Transfer System for Small and Medium-sized Enterprises stipulates that a joint stock limited company applying for listing its shares in the National Share Transfer System shall be established in accordance with the law and have been established for two years. Where a limited liability company is converted into a joint-stock space company in large quantities according to the original book net asset value, the duration can be calculated from the date of establishment of the limited liability company.
Based on Tengda's consideration of the continuous and rapid calculation of the above-mentioned continuous operation time, in order to realize IPO or transfer to the New Third Board as soon as possible, domestic enterprises usually change the enterprise type from a limited liability company to a joint stock limited company by means of overall change and establishment. In the process of establishing a joint stock limited company through overall change, it is necessary to set a certain date as the benchmark date for share reform and audit, and the accountant will audit the assets and liabilities of the enterprise as of the benchmark date (this paper does not consider the issue of asset evaluation) to determine the net asset value after the share conversion. In practice, it is often encountered that after the benchmark date of share reform is determined, enterprises need to transfer shares for various reasons (not involving the change of actual controllers). The question is whether the equity transfer can be carried out after the benchmark date of share reform or whether it is necessary to adjust the benchmark date of share reform after the equity transfer. Professional institutions have different opinions on the practice that the equity transfer takes place after the benchmark date of share reform without adjustment.
Combined with the existing cases, due to inconsistent understanding, there are the following three ways to deal with it:
The first treatment method: if the equity transfer occurs after the original benchmark date of share reform, the benchmark date of share reform is adjusted to the time after the equity transfer. This is the most common and safest way.
The second treatment method: the equity transfer is carried out shortly before or even on the benchmark date of share reform. The benchmark date for the share reform of Loyalty Yida is March 3, 20051day. On March 30, 2005 and March 3, 20051day, respectively, the equity transfer agreement was signed and the equity change procedures were handled.
The third treatment method: the equity transfer is carried out after the base date of share reform, and the base date of share reform is not adjusted. For example:
Question 8: The time requirement for equity transfer is correct, but I suggest that you consult professional institutions according to your company's situation ... equity transfer agreement, shareholders' resolution, amendments to the company's articles of association, agency agreement, and new and old shareholders' ID cards. ...
Question 9: How to determine the sponsor of equity transfer after the audit benchmark date?
A: Both will do. Freedom is possible if it is not prohibited by law, and it is not clearly stipulated in departmental regulations or laws and regulations, so it is possible. However, it should be noted that capital increase or share transfer should not lead to changes in actual controllers, important directors and main business. , or other changes that touch the red line of listing. At the same time, we should pay attention to complete procedures, shareholders' resolution, capital verification and pricing. Both.
There are also many cases in practice, such as Yiwei Lithium Energy, Shiyida and Shenzhen Yiyatong. All changes in equity occurred after the base date and before the establishment date.
Second,
The company law says that "it cannot be changed within 1 year after its establishment", so the equity transfer must first meet this requirement; Then, capital increase is not prohibited. Similarly, don't run into a red line mentioned.
Cases such as Dongxing Securities, share reform in 2008, capital increase and share expansion of1in August, and declaration of 12 in May.
Third,
After being reported, according to the 10 warranty training, do not move unless it is caused by legal affairs such as judgment and inheritance.
Moreover, at this time, capital increase and share expansion will require the first review. At the same time, in principle, the introduction of new shareholders should be declared after withdrawing the materials and re-making internal decisions (in practice, unless banks, such as Hangzhou Bank, introduced private equity in 2009 to achieve capital adequacy ratio, don't do this. However, it is necessary to report to the meeting in advance.
Question 10: How to determine the fair value of equity transfer? The general way to determine the fair value is to hire an asset appraisal company to evaluate the company's overall assets, get the fair value of the company's owner's equity, and then calculate the fair value of the transferred equity in proportion. For example, the company's total assets appraisal price is 6,543,800+0,000, liabilities are 500,000, owners' equity is 500,000, and the fair value of 5% shares is 25,000 yuan.
The transaction price of equity transfer is to bargain and pay back the money, which mainly depends on the negotiation between the two parties, similar to the stock trading of listed companies.
It is noted that the local tax authorities have a document stipulating that the equity transfer price of the company should be audited when the company changes its tax registration. In principle, it is required that equity transfer price shall not be lower than the fair value of the transferred shares, otherwise the individual income tax of the shareholders of the transferred shares shall be withheld and remitted according to the fair value.