Enterprise reorganization refers to transactions that cause changes in the legal or economic structure of enterprises outside the daily business activities of enterprises, including changes in the legal form of enterprises, capital structure adjustment, equity acquisition, asset acquisition, merger and division, etc. The difference between enterprise reorganization and enterprise ordinary assets transaction is that ordinary assets transaction is limited to the transfer and disposal of some assets or commodities of the enterprise, and does not involve equity transaction at the shareholder level, while enterprise reorganization is aimed at equity transaction or overall assets and liabilities transaction, which leads to the change of enterprise capital economic structure or legal form.
In order to avoid the negative impact of income tax on enterprise restructuring and ensure tax neutrality, the income tax policy of enterprise restructuring distinguishes between ordinary restructuring and special restructuring. An enterprise reorganization that meets the following conditions at the same time is regarded as a special reorganization:
1. has a reasonable commercial purpose, and its main goal is not to reduce, exempt or delay tax payment;
2. Some assets or equity acquired, merged or split meet the prescribed proportion, and the legal or economic structure of the enterprise has undergone substantial or significant changes;
3. Change the legal form and adjust the capital structure, and the original substantive business activities will not be changed within 12 months after the reorganization;
4. The consideration involved in the restructuring transaction is mainly the amount of equity payment, and the amount of non-equity payment does not exceed the prescribed proportion. At the same time, the party that has acquired the equity shall not transfer the equity within the following 12 months;
5. If the parties involved in the reorganization transaction involve overseas (including Hong Kong, Macao and Taiwan) taxpayers, in addition to meeting the above conditions, they should also ensure that the jurisdiction of the value-added tax implied in the assets and equity of the reorganized enterprise is still in China, and the tax rate is not lower than that before the reorganization.
For special reorganization meeting the above conditions, each party shall handle the income tax in accordance with the following special tax provisions:
1. Except for the asset transfer gains or losses corresponding to the non-equity premium or currency premium of the restructuring transaction, which should be confirmed during the current transaction, the parties to the transaction may temporarily withhold the relevant asset transfer gains or losses.
2. Gain or loss of asset transfer corresponding to non-equity premium or currency premium = (fair value of transferred assets-tax basis of transferred assets) × (non-equity premium or currency premium ÷ fair value of transferred assets).
For example, taking the overall asset transfer as an example, enterprise A transfers all its assets to enterprise B, and enterprise B pays enterprise B's equity and non-equity payments to enterprise A to complete the overall asset transfer of enterprise A. A's total assets have a book value of 80 million yuan, a fair value of 65.438+500 million yuan, and B pays A625,000 shares (face value of 65.438+0 yuan), with a book value of 62.5 million yuan. In addition, the amount of non-equity payment is 6,543,800,000 yuan (bank deposit is 2,000,000 yuan, C bond is 4,000,000 yuan, and fair value is 8,000,000 yuan). A transfers all the assets of the enterprise to B.
The amount of non-equity payment in this case is 1000÷ the face value of equity is 6250 = 16%, which meets the conditions of tax-free reorganization.
A enterprise's overall asset transfer income = 15000-8000 = 7000 (ten thousand yuan). Since both parties are tax-free restructuring, and enterprise A has obtained non-equity payment, the taxable income of the current period should be confirmed according to the proportion of non-equity payment to the amount of restructuring transaction.
Current taxable income of an enterprise = 7000× (1000 ÷15000) = 466.67 (ten thousand yuan).
After exchanging the overall assets and liabilities, enterprise A obtains the equity of enterprise B and some non-equity payments. Due to the tax-free reorganization of enterprise A, it is necessary to replace the equity of enterprise B and some non-equity payments (excluding cash consideration of 2 million yuan).
A book value = 8000+466.67 = 8466.67 (ten thousand yuan).
After exchanging the overall assets and liabilities, enterprise A obtains the equity of enterprise B and some non-equity payments. Due to the tax-free reorganization of enterprise A, it is necessary to calculate the equity and some non-equity payments of enterprise B at fair value (excluding cash with fair value of 2 million yuan).
A book value = 8000+466.67 = 8466.67 (ten thousand yuan); The equity cost of enterprise B = 8466.67× (14000 ÷14800) = 8009.05438+0 (ten thousand yuan); The exchange cost of C bonds held by enterprise B = 8466.67× (800 ÷14800) = 457.65 (ten thousand yuan).
If enterprise A confirms taxable income and book value of converted assets completely according to the data calculated in the case, there is no difference between accounting and tax law. Many enterprise reorganizations are often recorded according to the evaluation value, and they are keen to confirm the reorganization profits and increase the total assets, but they are unwilling to pay income tax, so accounting and tax law are different. On the one hand, it has an impact on the current profits and needs tax adjustment; On the other hand, the book value of an asset is different from the taxable cost, so it is necessary to adjust the depreciation and amortization amount allowed for pre-tax deduction year by year during the existence of the asset.
1 column "Bookkeeping Amount" is used to fill in the book amount for bookkeeping; The second column "tax amount" is the amount of income specified in the tax; Column 3 "Increase" indicates the amount to be adjusted according to the provisions of the tax law; The fourth column "reduction amount" is the amount that should be reduced through tax adjustment according to the provisions of the tax law.