The tax treatment involved is probably as follows. In order to answer your question, I checked a lot of information and summarized it myself. The business tax, value-added tax, deed tax, land value-added tax and stamp duty involved are not required to be paid. The difference of tax treatment under the mode of enterprise merger lies in enterprise income tax. General tax treatment needs to be evaluated, and the value-added part of the fees spent may need to pay income tax and the losses of the merged enterprise cannot be made up. However, there are many restrictions on special tax treatment. If the conditions meet, it is recommended to choose special tax treatment.
1, income, two ways, general tax treatment needs to pay, special tax treatment does not need to pay.
Notice on Several Issues Concerning the Handling of Enterprise Income Tax in Enterprise Restructuring Business (Caishui [2009] No.59) stipulates that:
Four, enterprise restructuring, in addition to comply with the provisions of this notice applicable special tax treatment provisions, tax treatment in accordance with the following provisions:
(four) business combination, the parties should be handled in accordance with the following provisions:
1. The merged enterprise shall determine the tax basis for accepting the assets and liabilities of the merged enterprise according to its fair value.
2. The merged enterprise and its shareholders shall be subject to income tax treatment according to liquidation.
3. The losses of the merged enterprise shall not be carried forward to make up in the merged enterprise.
Five, enterprise restructuring at the same time meet the following conditions, special tax treatment provisions shall apply:
(1) It has a reasonable commercial purpose, and its main purpose is not to reduce, exempt or delay the payment of taxes.
(two) the proportion of assets or equity of the acquired, merged or split part is in line with the proportion stipulated in this notice.
(3) The original substantive business activities of the restructured assets will not be changed within 12 months after the reorganization of the enterprise.
(4) The amount of equity payment involved in the consideration of the reorganization transaction conforms to the proportion specified in this notice.
(5) The original major shareholders who have obtained equity payment during the enterprise reorganization shall not transfer the acquired equity within 12 months after the reorganization.
Six, enterprise restructuring in line with the provisions of article fifth of this notice, the parties to the transaction of the equity payment part, can be special tax treatment according to the following provisions:
(4) Business combination, where the amount of equity payment obtained by the shareholders of the enterprise at the time of the business combination is not less than 85% of the total transaction payment, and business combination under the same control without paying consideration, can be handled according to the following provisions:
1. The tax basis for the merged enterprise to accept the assets and liabilities of the merged enterprise shall be determined by the original tax basis of the merged enterprise.
2. Relevant income tax matters before the merger of the merged enterprise shall be inherited by the merged enterprise.
3. The limit of the losses of the merged enterprise that can be compensated by the merged enterprise = the fair value of the net assets of the merged enterprise × the interest rate of the longest-term national debt issued by the state at the end of the year when the merged business occurs.
4. The tax basis of the shareholders of the merged enterprise who have acquired the equity of the merged enterprise shall be determined by the tax basis of the original equity of the merged enterprise.
2, business tax, tax-free.
Announcement No.511of State Taxation Administration of The People's Republic of China on Taxpayer's Asset Restructuring. In the process of asset reorganization, the taxpayer transfers all or part of the physical assets and their associated creditor's rights, debts and labor to other units and individuals by means of merger, division, sale and replacement, which does not belong to the scope of business tax collection, and the transfer of real estate and land use rights involved is not subject to business tax.
3. Value-added tax is tax-free.
Announcement No.2011No.3 of "Announcement of State Taxation Administration of The People's Republic of China on Taxpayers' Assets Restructuring". In the process of asset reorganization, taxpayers transfer all or part of physical assets and their associated creditor's rights, liabilities and labor to other units and individuals by means of merger, division, sale and replacement, which is not within the scope of VAT taxation, and the transfer of goods involved is not subject to VAT.
4, deed tax, tax-free.
Notice of State Taxation Administration of The People's Republic of China of the Ministry of Finance on Certain Deed Tax Policies for Enterprise Restructuring and Reorganization (Caishui [2008] 175) stipulates that if two or more enterprises are merged and transformed into one enterprise according to laws and contracts, and the original investors still exist, the merged enterprises shall be exempted from deed tax if they bear the ownership of the land and houses of the original merged parties.
5. Land value-added tax is tax-free.
Notice of the Ministry of Finance of State Taxation Administration of The People's Republic of China on Some Specific Issues Concerning Land Value-added Tax Caishuizi [1995] No.48. In enterprise merger, if the merged enterprise transfers the real estate to the merged enterprise, the land value-added tax will be temporarily exempted.
6. Stamp duty is tax-free.
Notice of the Ministry of Finance State Taxation Administration of The People's Republic of China on Stamp Duty Policy in the Process of Enterprise Restructuring Caishui [2003] 183. In the case of a new enterprise established by merger or division, the funds recorded in the newly-opened fund account book may not be decaled for the parts that have been previously decaled, and the parts that have not been decaled and the newly-increased funds in the future may be decaled according to regulations; For all kinds of taxable contracts signed before the enterprise restructuring but not yet fulfilled, if the subject of execution needs to be changed after the restructuring, those that only change the subject of execution, the remaining clauses have not been changed and have been decaled before the restructuring will not be decaled; The transfer of property rights signed by enterprises due to restructuring is exempt from decals.