The so-called asset reorganization refers to the process of reorganization, adjustment and distribution of the distribution state of enterprise assets by the owners and controllers of enterprise assets and the economic entities outside the enterprise, or the process of reconfiguring the rights set on enterprise assets. Including enterprise merger, division, divestiture or sale of owned shares, asset replacement and other corporate assets (including equity, creditor's rights, etc.). ) and the company's external assets or equity exchange. Based on this analysis, there are four legal forms of asset reorganization: merger, division, sale and replacement. The specific connotations of merger and division are as follows: (1) merger means that one or more enterprises (hereinafter referred to as the merged enterprise) transfer all their assets and liabilities to another existing or newly established enterprise (hereinafter referred to as the merged enterprise), and the shareholders of the merged enterprise exchange equity or non-equity payment for the merged enterprise to realize the legal merger of two or more enterprises. Merger can be divided into two ways: absorption merger and new merger. Absorption and merger refers to the merger of two or more enterprises, in which one enterprise absorbs other enterprises and survives (hereinafter referred to as "surviving enterprises"), and the absorbed enterprises are dissolved. For example, Company A is a limited liability company invested by shareholder X, and now all its assets and liabilities are transferred to Company B, and Company B pays Company A's shareholder X a bank deposit of 5 million yuan as a consideration, and Company A is dissolved. In this merger, Company A is the merged enterprise, and Company B is the merged enterprise and the surviving enterprise. New merger refers to the merger of two or more enterprises into a new enterprise, and the parties to the merger are dissolved. For example, Company A and Company B are both subsidiaries controlled by Company X. Now Company A and Company B transfer all their assets and liabilities to Company C, and Company C pays 30% equity to Company X as consideration. After the merger is completed, both Company A and Company B are dissolved. In this new merger, Company A and Company B are merged enterprises, and Company C is merged enterprises. (2) Separation means that an enterprise (hereinafter referred to as the separated enterprise) transfers part or all of its assets to an existing or newly established enterprise (hereinafter referred to as the separated enterprise), and the shareholders of the separated enterprise exchange the equity or non-equity payment of the separated enterprise, thus realizing the legal separation of the enterprise. There are two forms of separation: surviving separation and newly established separation. Survival division refers to the existence of separate enterprises, and some of them are divided into one or several new enterprises. For example, Company A divests some assets and transfers them to Company B, and at the same time, Company B 100% shares are exchanged for shareholders of Company A, and Company A continues to operate. In this separation and reorganization, Company A is a separated enterprise and Company B is a separated enterprise. The newly established division refers to the dissolution of the separated enterprise and the establishment of a new enterprise by the separated parties. For example, Company A is divided, and all its assets are transferred to the newly established Company B. At the same time, Company B 100% shares are exchanged for shareholders of Company A, and Company A is dissolved. Two. Legal basis for tax planning of asset reorganization (I) Legal basis for not levying value-added tax on asset reorganization. The Announcement of State Taxation Administration of The People's Republic of China, People's Republic of China (PRC) on Taxpayer's Asset Restructuring Related to Value-added Tax (People's Republic of China (PRC) State Taxation Administration of The People's Republic of China AnnouncementNo. 1 1) stipulates: "Taxpayers' transfer of all or part of physical assets and their related claims, liabilities and services to other units and individuals through merger, division, sale and replacement in the process of asset restructuring does not belong to the scope of VAT taxation. (two) the legal basis for asset restructuring without business tax. The Announcement of State Taxation Administration of The People's Republic of China, People's Republic of China (PRC) on Taxpayers' Business Tax Related to Asset Restructuring (Announcement No.5 11of State Taxation Administration of The People's Republic of China, People's Republic of China (PRC)) stipulates: "From 20 1 1,1day, in the process of asset restructuring, taxpayers will pass the merger. The act of transferring all or part of physical assets and their related creditor's rights, debts and services to other units and individuals does not belong to the scope of business tax collection, and business tax is not levied on the transfer of real estate and land use rights involved. (3) The legal basis for exempting or halving the deed tax for asset restructuring. The Notice of the Ministry of Finance of People's Republic of China (PRC), State Taxation Administration of The People's Republic of China, on the Deed Tax Policy for the Restructuring and Reorganization of Enterprises and Institutions (Caishui [20 12] No.4) stipulates: "1 October 20 1 2,1to February 20 14,14. Article 4 stipulates: "The company is divided into two or more companies with the same investment subject as the original company in accordance with the law and the contract, and the derivative party and the newly established party inherit the ownership of the land and house of the original enterprise and are exempt from deed tax." Article 5 stipulates: "If a state-owned or collective enterprise is sold as a whole, the legal person of the sold enterprise shall be cancelled, and if the buyer properly arranges all the employees of the original enterprise in accordance with the Labor Law of People's Republic of China (PRC) and other relevant laws, regulations and policies of the state, and signs a labor contract with all the employees of the original enterprise with a service life of not less than three years, the land and house ownership of the purchased enterprise shall be exempted from deed tax; If you sign a labor contract with more than 30% employees of the original enterprise with a service life of not less than 3 years, the deed tax will be halved. " 3. The first tax planning scheme is to enjoy the preferential policy of exemption from value-added tax and business tax. In the event of merger, division, sale or replacement, all or part of the physical assets and their related creditor's rights, liabilities and labor force must be transferred to the merged enterprise and the merged enterprise. Second, when an enterprise is merged, divided, sold or replaced, it must submit written filing materials for merger, division, sale and replacement to the local tax authorities, otherwise it cannot enjoy preferential tax policies. Third, there are five conditions for the special tax treatment stipulated in the asset acquisition and equity acquisition documentNo. Caishui [2009] No.59. In particular, the equity purchased by the acquisition enterprise is not less than 75% of the total equity of the acquired enterprise, and the equity payment of the acquisition enterprise is not less than 85% of the total transaction payment, so that the equity transfer income corresponding to the equity payment is not subject to enterprise income tax for the time being.

Legal objectivity:

Company Law of the People's Republic of China

Article 172

Company merger can adopt absorption merger or new merger. A company absorbs other companies for merger, and the absorbed company is dissolved. The merger of two or more companies to form a new company is a new merger, and the parties to the merger are dissolved.