I. Absorption and merger of enterprises under the same control
(A) the absorption of merger costs and tax basis
Business combination under the same control means that the enterprises involved in the merger are finally controlled by the same party or parties before and after the merger, and the control is not a temporary merger. Mergers of enterprises under the same control generally occur within enterprise groups, and these mergers realize the integration of resources within enterprise groups under the control of the parent company; Absorption and merger means that the merged party obtains all the net assets of the merged party through business combination, and the merged party is cancelled as a legal person after the merger, and the assets and liabilities originally held by the merged party become the assets and liabilities of the merged party after the merger.
According to the Accounting Standards for Business Enterprises No.20-Business Combination, if an enterprise is merged under the same control, it shall be confirmed according to the original book value of the assets and liabilities of the merged party obtained on the merger date; The merging party shall adjust the capital reserve (capital premium) for the difference between the book value of the net assets of the merged party obtained in the merger and the book value of the merger consideration paid, and adjust the retained earnings if the capital reserve (capital premium) is insufficient to offset; All expenses directly related to the business combination incurred by the merging party, including audit fees, evaluation fees and legal service fees paid for the business combination, are included in the current profit and loss (management fees) when incurred; The handling fees and commissions paid by enterprises for issuing bonds or other debts in combination shall be included in the initial measurement amount of issuing bonds and other debts. Fees, commissions and other expenses incurred in the issuance of equity securities in a business combination shall be deducted from the premium income (capital reserve) of equity securities. If the premium income is insufficient to be deducted, it shall be deducted from the retained income. The exam is good for you.
According to the Notice of State Taxation Administration of The People's Republic of China, People's Republic of China (PRC) on Some Income Tax Issues Concerning Enterprise Equity Investment Business (Guo Shui Fa [2000] 1 18), the tax treatment of enterprise merger can be divided into taxable merger and tax-free merger. Taxable merger means that under normal circumstances, the merged enterprise should be regarded as transferring and disposing all assets at fair value, calculating the income from the transferred assets and paying income tax according to law. When the merged enterprise accepts tax payment on the related assets of the merged enterprise, it can determine the tax basis according to the value confirmed by the assessment; Tax-free merger refers to the non-equity payment paid by the merged enterprise to the merged enterprise or its shareholders, which is higher than the face value of the equity paid. Upon examination and confirmation by the tax authorities, all parties can choose tax-free treatment, that is, the merged enterprise does not confirm the transfer gains and losses of all assets, and does not calculate and pay income tax. Shareholders of the merged enterprise exchange their shares of the original merged enterprise for the shares of the merged enterprise, which is not regarded as selling old shares to buy new shares; Under tax-free merger, if the merged enterprise accepts all the assets of the merged enterprise, it must be determined on the basis of the original net book value of the merged enterprise.
Therefore, when the non-equity payment paid by the merged enterprise to the merged enterprise or its shareholders is higher than 20% of the face value of the equity paid, the entry value of the assets and liabilities recognized in accounting is equal to the tax basis of the assets and liabilities recognized in the tax law, and there will be no temporary difference. However, when the non-equity payment paid by the taxable merger or the merged enterprise is higher than 20% of the face value of the equity paid, the entry value of the assets and liabilities recognized in accounting is equal to the tax basis of the assets and liabilities recognized in the tax law.
(b) Examples of accounting and tax treatment
Example 1: Company A controls Company A and Company B, and Company C is a wholly-owned subsidiary of Company B. On June 65438+1October 65438+1October 0, 2007, Company A issued 30 million shares (par value per share1yuan, market price in 3 yuan. Company C adopts the same accounting policies as Company A. On June 10, 2007, the assets and liabilities of Company A and Company C are shown in Table 1.
The merger of Company A and Company C belongs to the absorption merger under the same control. When Company A obtains the assets and liabilities of Company C, it shall be confirmed according to the original book value of the assets and liabilities of Company C. On the merger date, Company A shall make the following accounting treatment:
Debit: the bank deposit is 6,543,800 yuan.
Inventory of goods 40 million yuan
Fixed assets 20 million yuan
Loan: short-term loan of 6 million yuan.
The share capital is 30 million yuan.
The capital reserve is 654,380,600 yuan.
Bank deposit 9 million
Since the non-equity payment is higher than 20% of the face value of the paid equity (the non-equity payment has reached 30%), it is regarded as taxable merger in tax payment, and the tax basis is determined according to the assessed and confirmed value (fair value) of the assets and liabilities of Company C. ..
The book value of inventory is 40 million yuan, and the tax basis is 64 million yuan, resulting in a deductible temporary difference of 24 million yuan. Deferred income tax assets of 7.92 million yuan (24 million× 33%) should be recognized; The book value of fixed assets is 20 million yuan, and the tax basis is 6.5438+0.5 million yuan, resulting in a taxable temporary difference of 5 million yuan, and the deferred income tax liability should be confirmed to be 6.5438+0.65 million yuan (500×33%). A company should make the following accounting treatment:
Debit: deferred income tax assets of 7.92 million yuan.
Loan: deferred income tax liabilities are 6,543,800 yuan+0,650 yuan.
The income tax expense is 6.27 million yuan.
Suppose that Company A only absorbs and merges Company C through private placement of shares, which is a tax-free merger. Under tax-free merger, Company A takes the book value of assets and liabilities of Company C as the tax basis. The recorded value of Company C's assets and liabilities is equal to its tax basis, and there will be no temporary difference.
The second is the absorption and merger of enterprises under different control.
(A) the absorption of merger costs and tax basis
Business combination not under the same control refers to a merger in which all parties involved in the merger are not controlled by the same party or parties before and after the merger. The merger of enterprises not under the same control generally occurs between two or more independent enterprise groups, which can be understood as the transaction behavior of one enterprise buying another enterprise.
According to the Accounting Standards for Business Enterprises No.20-Business Combination, if an enterprise not under the same control absorbs and merges, the merging party shall confirm it as the entry value according to the fair value of all identifiable assets and liabilities acquired on the merger date. The fair value of assets, liabilities and equity securities issued by the merging party is recognized as the merger cost. All direct related expenses incurred by the merging party due to the business combination are also included in the business combination cost. The difference between the fair value and book value of non-monetary assets on the purchase date is included in the current profit and loss; The difference between the combination cost and the fair value of identifiable net assets is recognized as goodwill, and the difference between the combination cost and the fair value of identifiable net assets is regarded as the current profit and loss (non-operating income) of the combination.
For a business combination not under the same control, the tax basis of identifiable assets and liabilities obtained is the same as that of a business combination under the same control.
In accounting, deferred income tax assets or deferred income tax liabilities are recognized because there is a temporary difference between the recorded value confirmed by the fair value of the acquired identifiable assets and liabilities and the tax basis confirmed by the tax law.
(b) Examples of accounting and tax treatment
Example 2: Company A controls Company A, and Company B controls Company B. There is no relationship between Company A and Company B, and Company C is a wholly-owned subsidiary of Company B. Other materials are the same as example 1, and relevant accounting and tax treatment are carried out.
Because there is no relationship between Company A and Company B, the merger of Company A and Company C belongs to business combination under different control. The merger cost of Company A is confirmed as 99 million yuan (30 million shares ×3 yuan+9 million yuan) according to the fair value of additional shares and the amount of deposit paid. The fair value of identifiable net assets obtained is 74 million yuan, and the difference of 25 million yuan is confirmed as goodwill. On the merger date, Company A shall make the following accounting treatment:
Debit: the bank deposit is 6,543,800 yuan.
The inventory is 64 million yuan.
Fixed assets150,000 yuan
Goodwill 25 million yuan
Loan: short-term loan of 6 million yuan.
The share capital is 30 million yuan.
The capital reserve is 60 million yuan
Bank deposit 9 million
In this case, the merger of Company A and Company C belongs to business combination under different control, which belongs to taxable merger in tax law. The recorded value of assets and liabilities of Company C obtained by Company A and its tax basis are confirmed at fair value, and there will be no temporary difference. In the merger, the accountant confirmed the goodwill of 25 million yuan, while the tax law stipulated that the tax basis of goodwill was zero. The book value of goodwill is greater than its tax basis, resulting in a taxable temporary difference of 25 million yuan. However, according to the provisions of the Accounting Standards for Business Enterprises, deferred income tax liabilities arising from the taxable temporary differences are not recognized.
Assuming that Company A only absorbed and merged Company C through private placement of shares (tax-free merger), Company A should take the book value of assets and liabilities of Company C as the tax basis. The merger cost of Company A is the fair value of additional shares of 90 million yuan (30 million shares× 3 yuan), the fair value of identifiable net assets obtained is 74 million yuan, and the difference of 6,543,800 yuan is recognized as goodwill. On the merger date, Company A shall make the following accounting treatment:
Debit: the bank deposit is 6,543,800 yuan.
The inventory is 64 million yuan.
Fixed assets150,000 yuan
Goodwill160,000 yuan
Loan: short-term loan of 6 million yuan.
The share capital is 30 million yuan.
The capital reserve is 60 million yuan
Inventory goods can be deducted from the temporary difference of 24 million yuan, and the taxable temporary difference of fixed assets is 5 million yuan. Deferred income tax assets of 7.92 million yuan (2400×33%) and deferred income tax liabilities of 6.5438+0.65 million yuan (500×33%) should be recognized respectively, and the goodwill to be recognized in the merger should be adjusted. A company should make the following accounting treatment:
Debit: deferred income tax assets of 7.92 million yuan.
Loan: deferred income tax liabilities are 6,543,800 yuan+0,650 yuan.
Goodwill is 6.27 million yuan and short-term loan is 6 million yuan.
The share capital is 30 million yuan.
The capital reserve is 60 million yuan
Bank deposit 9 million
In this case, the merger of Company A and Company C belongs to business combination under different control, which belongs to taxable merger in tax law. The recorded value of assets and liabilities of Company C obtained by Company A and its tax basis are confirmed at fair value, and there will be no temporary difference. In the merger, the accountant confirmed the goodwill of 25 million yuan, while the tax law stipulated that the tax basis of goodwill was zero. The book value of goodwill is greater than its tax basis, resulting in a taxable temporary difference of 25 million yuan. However, according to the provisions of the Accounting Standards for Business Enterprises, deferred income tax liabilities arising from the taxable temporary differences are not recognized.
Assuming that Company A only absorbed and merged Company C through private placement of shares (tax-free merger), Company A should take the book value of assets and liabilities of Company C as the tax basis. The merger cost of Company A is the fair value of additional shares of 90 million yuan (30 million shares× 3 yuan), the fair value of identifiable net assets obtained is 74 million yuan, and the difference of 6,543,800 yuan is recognized as goodwill. On the merger date, Company A shall make the following accounting treatment:
Debit: the bank deposit is 6,543,800 yuan.
The inventory is 64 million yuan.
Fixed assets150,000 yuan
Goodwill160,000 yuan
Loan: short-term loan of 6 million yuan.
The share capital is 30 million yuan.
The capital reserve is 60 million yuan
Inventory goods can be deducted from the temporary difference of 24 million yuan, and the taxable temporary difference of fixed assets is 5 million yuan. Deferred income tax assets of 7.92 million yuan (2400×33%) and deferred income tax liabilities of 6.5438+0.65 million yuan (500×33%) should be recognized respectively, and the goodwill to be recognized in the merger should be adjusted. A company should make the following accounting treatment:
Debit: deferred income tax assets of 7.92 million yuan.
Loan: deferred income tax liabilities are 6,543,800 yuan+0,650 yuan.
Goodwill 6.27 million yuan