It is either the dissolution of the original enterprise and the establishment of two or more new enterprises, or the separation of some subsidiaries, departments, product lines and assets from the original enterprise to form one or more new companies, while the original enterprise still exists in law. In short, the enterprise has not disappeared in essence, but has undergone new changes compared with the original enterprise.
It is also this kind of substantial enterprise existence that provides the possibility for tax planning.
Enterprise separation is an important type of enterprise property right reorganization. There are many reasons for the separation of enterprises, such as improving management efficiency, improving resource utilization efficiency and highlighting the main business of enterprises, and obtaining tax benefits is also a reason for the separation of enterprises.
[Case 1]
Suppose that pharmaceutical factory A deals in other drugs besides the sales of contraceptives and utensils, and it plans to take out contraceptives and utensils, a duty-free product, and set up pharmaceutical factory B separately. Before separation. The annual taxable income of a pharmaceutical factory is120,000 yuan (the applicable tax rate is 33%).
Income tax payable:12× 33% = 3.96 (ten thousand yuan)
After the separation, if the influence of economies of scale is not considered for the time being, The sum of annual taxable income of enterprises A and B is still120,000 yuan, including 95,000 yuan for enterprise A and 25,000 yuan for enterprise B, then:
The applicable tax rate for enterprise A is 27%:
Income tax payable = 9.5× 27% = 2.565 (ten thousand yuan)
The applicable tax rate of enterprise B is18%:
Income tax payable = 2.5×18% = 0.45 (ten thousand yuan)
The total tax burden of enterprise A and enterprise B is 3.0/kloc-0.50 million yuan (25,650.45), which is 9,450 yuan less than that before separation.
It can be seen that the role of tax planning in the separation of enterprises can not be ignored.
Extended data:
Analysis of tax treatment policy
(I) It is difficult to coordinate the income tax treatment and industrial and commercial treatment of enterprises. It is clearly stipulated in the document Caishui [2009] No.59 that the separated enterprises and the separated enterprises will not change their original substantive business activities, while the separated shareholders still obtain the separated shares. Generally speaking, enterprises are separated but shareholders are not separated, so special tax treatment can be carried out. On the contrary, it is suitable for general tax treatment if the enterprise is divided into shareholders.
(II) Regarding the problem of making up for the loss inheritance, the relevant state fiscal and taxation documents stipulate that the losses of separated enterprises shall not be carried forward to make up for each other, which is to make up for the losses of the general tax treatment of enterprise separation. However, if the enterprise does not exceed the statutory compensation period, it can be distributed according to the proportion of the separated assets to all assets, and if the separated enterprises continue to make up for it, it will be subject to special tax treatment.
(III) Inheritance of preferential tax policies Whether the enterprise has enjoyed all the tax benefits, the surviving enterprise can calculate according to the ratio of the income before the surviving enterprise to the assets of the surviving enterprise after the division. But there is no clear measurement and caliber of assets.
(IV) Particularity of Matters Related to Non-equity Payment There are clear provisions for the equity payment, while the relevant provisions for the non-equity payment are: the fair value of the transferred assets minus the difference between tax basis times the fair value of the non-equity payment transferred assets. But in fact, there are doubts in the document: what kind of caliber net assets are the assets in the formula; After calculating the gains or losses from asset transfer in non-equity payment, how to adjust the distribution when calculating the tax basis? Do you want to include liabilities in it? None of this is clear.
Baidu Encyclopedia-Measures for the Administration of Enterprise Income Tax in Enterprise Restructuring Business