First, choose the tax planning of M&A target.

Choosing the goal of M&A is the most important problem in M&A decision-making. When choosing the target enterprise, we must consider many factors related to taxation and make reasonable tax planning.

The types of 1.M&A and the attributes of taxpayers, and the planning of tax payment links.

If we choose enterprises that produce similar goods in the same industry as the target enterprises, it is horizontal merger and acquisition, which can eliminate competition, expand market share and form scale effect. From the tax point of view, horizontal mergers and acquisitions generally do not change the taxes and tax links of M&A enterprises, because the business industries of enterprises remain unchanged after mergers and acquisitions. Judging from the attributes of taxpayers, small-scale VAT taxpayers may become ordinary taxpayers due to the expansion of scale after mergers and acquisitions.

If you choose to merge with suppliers or customers, it is vertical merger, which can strengthen cooperation in all production links and carry out collaborative production. For M&A enterprises, purchasing from suppliers or selling to customers has become an internal purchase and sale behavior, which reduces the payment of turnover tax. Because the products of target enterprises are different from those of M&A enterprises, vertical M&A may also change its tax subject attributes and increase its tax categories and tax payment links. For example, if iron and steel enterprises merge with automobile enterprises, the consumption tax will increase. Due to the increase of taxes, it can be said that the attributes of the corresponding taxpayers have also changed, and the tax payment link of consumption tax has also been added in the business activities of enterprises.

2, the nature of the target enterprise and tax planning

Target enterprises can be divided into foreign-funded enterprises and domestic-funded enterprises according to the nature of capital sources, while China's tax law treats domestic and foreign-funded enterprises differently, and the taxes and tax rates implemented are quite different. Generally speaking, foreign-funded enterprises enjoy more tax incentives. Therefore, when M&A enterprises choose foreign-funded enterprises as the object of M&A, they can be reasonably transformed into foreign-funded enterprises, thus enjoying preferential income tax policies for foreign-funded enterprises, and can be exempted from urban construction tax, urban land use tax, property tax, vehicle and vessel use tax and other taxes that are not levied on foreign-funded enterprises.

3. The financial status and tax planning of the target enterprise.

If the profit level of M&A enterprise is high, in order to change its overall tax level, it can choose an enterprise with a large net operating loss as the M&A target. Enterprise income tax can be reduced or exempted by offsetting profits and losses. If there is a loss in consolidated tax payment, M&A enterprises can also delay the loss and postpone tax payment. Therefore, the uncompensated losses and unfinished tax incentives of the target company should be important factors in deciding whether to merge.

DocumentNo. State Taxation Administration of The People's Republic of China [1998] No.97 stipulates that an enterprise's operating losses that have not been made up before the equity restructuring can be made up after the equity restructuring within the remaining period of the loss recovery period stipulated by the tax law. Enterprises are reorganized through merger or absorption. If the merged enterprise and the surviving enterprise meet the requirements of taxpayers, they shall make up for the losses respectively. The uncompensated losses before the merger shall be made up by the operating income of the following years respectively. If an enterprise is merged due to newly-established merger or absorption merger or merger, and the merged or merged enterprise does not have the qualification of independent taxpayer, the uncompensated operating losses before the merger or merger of the enterprise may be made up year by year by the merged or merged enterprise within the remaining period of the compensation period stipulated by tax laws and regulations. The document Guo Shui Fa [1997]7 1 also made the same provision on the equity restructuring business of foreign-invested enterprises.

If there are two target companies with the same net assets, assuming other conditions are the same, one company has a loss of 30 million yuan in the next year, while the other company has no loss to make up, then the loss-making enterprise will become the first choice for M&A because the loss-making enterprise loses 30 million yuan, which can offset the taxable income of the M&A enterprise in the next year. The enterprise income tax can be saved by 9.9 million yuan (that is, 30 million yuan × 33% = 9.9 million yuan). However, when merging loss-making enterprises, we should be alert to the negative impact of poor capital flow and "overall anemia" after the merger to prevent the merged enterprises from being dragged into business difficulties.

4. Target enterprise positioning and tax planning

China implements a series of preferential income tax policies for enterprises registered in special economic zones and economic and technological development zones. M&A enterprises can choose the target enterprises that can enjoy these preferential measures as the object of M&A, and change the registered place of the whole enterprise after M&A, so that taxpayers after M&A can get such tax benefits.

Second, the choice of M&A investment tax planning

M&A can be divided into cash asset M&A, cash stock M&A, asset stock M&A and stock stock M&A.. For the shareholders of the target enterprise, the latter two ways of investing in shares do not need to immediately confirm the capital gains formed by the share exchange, even if income tax is required to be paid on the capital gains in the future, they also play a role in delaying tax payment.

Guo Shui Fa [2000] 1 19 "Notice of State Taxation Administration of The People's Republic of China, People's Republic of China (PRC) on Income Tax Issues Concerning Enterprise Merger and Separation" stipulates that under normal circumstances, the merged enterprise shall transfer and dispose of all its assets at fair value, and shall calculate the income from asset transfer and pay income tax according to law. In the purchase price paid by the merged enterprise to the merged enterprise or its shareholders, if the cash, marketable securities and other assets other than the equity of the merged enterprise (referred to as non-equity payment) are not higher than 20% of the face value (or book value) of the equity paid, the enterprise may conduct income tax treatment in accordance with the following provisions:

1) If the merged enterprise has not confirmed all the gains or losses from asset transfer, it will not be calculated and paid enterprise income tax;

2) The exchange of old shares held by the shareholders of the merged enterprise for new shares is not regarded as selling old shares or buying new shares, and personal income tax is not paid. However, all non-equity payments made by shareholders who have not exchanged shares shall be regarded as income from the transfer of old shares, and the income from asset transfer shall be calculated and confirmed, and income tax shall be paid.

Third, choose the tax planning of M&A financing mode.

Interest expenses incurred by enterprises due to liabilities can be deducted from current profits, thus reducing income tax expenses. Therefore, when planning the financing of M&A funds, M&A enterprises can raise the funds needed by M&A through debt financing in combination with their own financial leverage strength, so as to improve the overall debt level and obtain greater interest tax avoidance effect.

Fourthly, the turnover tax planning in enterprise merger and acquisition.

M&A is an asset reorganization behavior, which can change the organizational form and internal equity relationship of enterprises. Enterprise merger and acquisition are inextricably linked with tax planning. Through enterprise merger and acquisition, the circulation links of affiliated enterprises or upstream and downstream enterprises can be reduced and turnover tax can be avoided reasonably, which is the advantage of enterprise merger and acquisition.

1, using mergers and acquisitions to avoid business tax

Notice of State Taxation Administration of The People's Republic of China, Ministry of Finance of People's Republic of China (PRC) on Business Tax on Equity Transfer (Caishui [2002] 19 1No.); Guoshuihan [2002] 165; Reply of State Taxation Administration of The People's Republic of China, People's Republic of China (PRC) on the exemption of business tax on the transfer of enterprise property rights; And Guoshuihan [2002] No.420; Notice of State Taxation Administration of The People's Republic of China Municipality on Exempting Value-added Tax from the Transfer of Enterprise Property Rights. Therefore, the transfer of enterprise property rights is completely different from the behavior of enterprises selling real estate, goods and transferring intangible assets, and does not belong to the scope of business tax collection or value-added tax collection. Therefore, the transfer of enterprise property rights requires neither business tax nor value-added tax. Intangible assets and real estate involved in equity transfer invest in shares, participate in the profit distribution of investors and share risks, so business tax is not levied, nor is business tax levied on equity transfer.