Which enterprises need to carry out enterprise income tax liquidation?
1. Enterprises that need to be liquidated according to the Company Law, Enterprise Bankruptcy Law, etc. (that is, the dissolution of the company due to other reasons, except for special reasons, must go through liquidation procedures);
2. Enterprises that need to be liquidated in enterprise reorganization (regarded as liquidation)
Reorganization business that does not conform to the special tax treatment principle stipulated in the Notice of the Ministry of Finance and State Taxation Administration of The People's Republic of China on Several Issues Concerning the Treatment of Enterprise Income Tax in Enterprise Reorganization Business (Caishui [2009] No.59), such as the transformation of the enterprise from a legal person into an unincorporated organization such as a sole proprietorship enterprise, a partnership enterprise and an individual industrial and commercial household, or the transfer of its registered place to the people's Republic of China and overseas (including Hong Kong, Macao and Taiwan); For the merger and division of enterprises that do not apply special tax treatment, the reorganization of enterprises does not need to perform the above liquidation procedures, but it needs to be treated as liquidation for income tax.
Determination of the date when the company starts liquidation.
1, the date when the operating period stipulated in the articles of association expires;
2. The date when the shareholders' meeting, shareholders' general meeting or similar institution decides to dissolve;
3. The date when the business license of the enterprise is revoked, ordered to close down or revoked according to law;
4. The date when the enterprise is dissolved or declared bankrupt by the people's court according to law.
Determination of liquidation period, liquidation filing and time requirements
According to the Notice of the Ministry of Finance and State Taxation Administration of The People's Republic of China on Several Issues Concerning the Handling of Enterprise Income Tax in Enterprise Liquidation (Caishui [2009] No.60), enterprises should calculate the liquidation income as an independent tax year. Therefore, there are two income tax years in the year where the liquidation period of an enterprise is located. The first tax year is from 1 month 1 day to the date of termination of production and operation, and the second tax year is from the date of termination of production and operation to the date of cancellation of tax registration.
1, first tax year
If an enterprise terminates its production and operation in the middle of a year and needs to be liquidated according to the Company Law, Enterprise Bankruptcy Law, etc., according to Article 55 of the Enterprise Income Tax Law, the year 1 month 1 day when it terminates its production and operation to the date of actual operation termination shall be regarded as a tax year, and the enterprise income tax of the current year shall be settled and settled within 60 days from the date of actual operation termination.
2. Second tax year
Enterprises entering the liquidation period should deal with liquidation matters and report them to the competent tax authorities for the record. An enterprise shall, within/0/5 days from the date of termination of production and operation activities and the start of liquidation, submit the Record Form of Enterprise Liquidation Income Tax Matters to the competent tax authorities and attach the following record materials:
(1) documents or materials proving that the taxpayer has terminated normal production and business activities and started liquidation.
(2) List and contact information of contact persons of the manager or liquidation group.
(3) liquidation plan or plan.
(4) tax arrears report.
3. When an enterprise obtains income from outside China during the liquidation period, it must still calculate the enterprise income tax payable in China according to the relevant provisions of the Notice of the Ministry of Finance and State Taxation Administration of The People's Republic of China on Relevant Issues Concerning Tax Credit for Overseas Income of Enterprises (Caishui [2009]125) and the principle of not itemizing by country (region).
4. The enterprise shall, within/0/5 days from the date of liquidation, submit the Income Tax Return for Liquidation of Enterprises of the People's Republic of China, its schedule and the following materials to the competent tax authorities, complete the liquidation income tax declaration and settle the tax.
(1) liquidation report or explanation on the implementation of liquidation plan or bankruptcy property price change scheme;
(2) Balance sheet and income statement during liquidation (if required by relevant laws and regulations to be audited by intermediaries, the audit report of legally qualified intermediaries shall also be attached);
(3) Asset inventory table;
(4) Description of the calculation process of liquidation income;
(5) In case of any of the following circumstances, it is also necessary to submit an explanation of the asset appraisal and relevant certification materials.
① There is an associated relationship between the two parties to the asset disposal transaction;
② The realizable value is adopted to confirm the gains or losses from asset disposal.
(6) If there is any property that has not been disposed of after the liquidation of the enterprise, the list of the property that has not been disposed of, the power of attorney of the designated custodian of the liquidation group, and a copy of the organization code certificate or ID card shall be submitted at the same time.
(7) List of remaining property distributed by shareholders.
(8) Non-profit organizations should also attach a description of the disposal of their remaining property after the liquidation.