Mergers are usually not subject to liquidation procedures. When an enterprise is merged, the creditor's rights and debts of the merging parties shall be inherited by the merged enterprise or the newly established enterprise. After the enterprises are merged according to law, the relevant tax matters shall be handled according to the following provisions: 1. Disposal of taxpayers L. If the absorbed enterprise and the surviving enterprise meet the requirements of enterprise income tax taxpayers according to the regulations, the absorbed enterprise and the surviving enterprise shall be the taxpayers respectively; If the absorbed enterprise no longer meets the requirements of enterprise income tax taxpayer, the surviving enterprise shall be the taxpayer, and the outstanding tax matters of the absorbed enterprise shall be inherited by the surviving enterprise. 2 after the merger of newly established enterprises, if the newly established enterprises meet the requirements of enterprise income tax taxpayers, the newly established enterprises shall be the taxpayers. Before the merger, the unfinished tax matters of the enterprise shall be inherited by the newly established enterprise. Two. Tax treatment of asset appraisal When paying enterprise income tax, the combined assets cannot be appraised and depreciated based on the asset value appraised by the enterprise for the purpose of merger, but should be appraised according to the book historical cost of the assets before merger, and depreciated according to the net value of the assets during the remaining depreciation period. If the merged enterprise adjusts the book value of relevant assets according to the appraisal price and makes corresponding depreciation in the accounting profit and loss accounting, it shall make adjustments when calculating the taxable income, and the overcharged part shall not be deducted before tax. Three. Preferential tax reduction and exemption treatment 1. No matter how the enterprise is merged, it is not a new enterprise and should not enjoy the preferential tax treatment of the new enterprise. 2, before the merger, all enterprises should enjoy the preferential treatment of regular tax reduction and exemption, and have enjoyed the expiration, the merged enterprises no longer enjoy the preferential treatment. 3. Before the merger, the merged enterprise shall enjoy preferential treatment of regular tax reduction and exemption. If the period of enjoyment is not expired and the remaining period is consistent, the merged enterprise may continue to enjoy preferential treatment until the expiration upon examination and approval by the competent tax authorities. 4. Before the merger, all enterprises enjoyed regular preferential tax reduction and exemption, but did not enjoy the expiration date, and the remaining period was inconsistent. They should calculate the corresponding taxable income and continue to enjoy the preferential treatment according to the provisions of tax laws and regulations until the expiration date. If they do not meet the preferential tax reduction and exemption after the merger, they should pay taxes according to regulations.

legal ground

Company law.