Reason: No.59 document of M&A Group stipulates that in tax-free merger, the loss limit of the merged enterprise that the merged enterprise can make up = the fair value of the net assets of the merged enterprise × the interest rate of the longest-term national debt issued by the state at the end of the year when the merger business occurs.
This paper briefly introduces the concrete methods to make up the losses of the merged party in the process of enterprise merger under the same control.
Business combination under the same control is essentially a stock right transaction, and the losses of the merged party that meet the provisions of the tax law should be fully compensated. The basic principle of accounting standards in China to deal with business combination under the same control is the combination of rights and interests, the essence of which is the agreement merger between shareholders to transfer risks and rewards to each other, and the basis of the merger is the book value of assets and liabilities. From the point of view of the ultimate controlling party, this merger will not have any impact on the economic resources of the enterprise group, will not cause the inflow and outflow of the overall economic interests of the enterprise group, will not affect the continuing operation of their respective accounting entities, and will not change the accounting assumptions and pricing basis. Related transactions or events should not be regarded as sales or purchases. Before and after the merger, the total net assets and economic resources controlled by the ultimate controlling party have not changed, no new assets or liabilities have been generated, and no goodwill or negative goodwill has been formed. The historical cost, asset status, operating performance and retained earnings of the merged company and the merged company are regarded as a whole and continue to be calculated when the control is implemented. Based on the substantive judgment of business combination under the same control, under the absorption merger mode, the merging party and the merged party are merged into one party, and the tax basis of the assets and liabilities of the merged party obtained by the merged party is confirmed according to the tax basis of the merged party. Accordingly, net assets are the difference between assets and liabilities, and the net assets of the merged party are included in the net assets of the merged party, while the losses of the merged party are reflected in its net assets. Therefore, the losses of the acquired party that meet the provisions of the tax law should be fully compensated by the acquired party.
On August 28th, 20 10, the State Council issued the Opinions on Promoting Enterprise Merger and Reorganization (Guo Fa [2065438+00] No.27), clearly providing guidance and policy support for enterprise merger and reorganization from the aspects of taxation, finance, finance, scientific research, land and capital market. The preferential tax policies related to enterprise merger and reorganization are mainly fiscal and taxation [2009].
On March 24th, 20 14, the State Council issued the Opinions on Further Optimizing the Market Environment of Enterprise Merger and Reorganization (Guo Fa [2065 438+04] 14), again demanding the implementation and improvement of fiscal and taxation policies. The main tax policies involved in enterprise merger and reorganization are to modify and improve the special tax treatment of enterprise income tax in merger and reorganization, and reduce the share (asset) acquisition in all the shares of the acquired enterprise.
The State Council has continuously issued a document to improve Caishui [2009] No.59, which supports the merger and reorganization of enterprises, indicating that there are some problems in the actual operation of this document, such as too high equity (assets) payment ratio (not less than 85%), too strict special tax treatment conditions (five basic conditions are met at the same time and meet the requirements of equity/assets payment ratio), and small loss compensation limit.
To sum up, according to the substantive judgment of business combination under the same control, it is reasonable to merge the assets, liabilities and net assets (including losses) of the merged enterprise into the tax basis of the merged enterprise; In line with the requirements of the national policy of supporting enterprise merger and reorganization, the document Caishui [2009] No.59 was improved in time to provide institutional guarantee for enterprise merger and reorganization.
Attached to the original title: When losses occur in business combination, the following treatment method is correct ().
Answer: If the two parties carry out tax-free merger, the combined enterprise can make up the loss limit of the combined enterprise = the fair value of the combined enterprise's net assets, b, and the maximum shall not exceed the interest rate of the longest-term national debt issued by the state in the year when the combined enterprise occurred.
B: If both parties carry out tax-free merger, all the losses of the merged enterprise can be borne by the merged enterprise.
C: If both parties carry out tax-free merger, all the losses of the merged enterprise can be borne by the merged enterprise.
D: If taxable merger applies to the merger of both parties, the related losses will be dealt with through the price mechanism and liquidation mechanism at the time of merger, and there is no problem of continuing to make up.