The difference of tax preferential policies in different regions determines that different profits can be obtained when the target companies with the same nature and operating conditions are acquired in different regions. Among the preferential tax policies stipulated in China's current income tax law, one category is regional preference:

For high-tech enterprises registered in the high-tech development zone approved by the State Council, the income tax may be levied by half; Can new enterprises in poor and old areas be exempted from income tax? 3 years;

For domestic-funded enterprises in industries encouraged by the central and western countries, in? 200 1 to? During the period of 20 10, can it be reduced? The income tax rate is 15%. When merging companies, we can use the regional preferential policies in China's current tax law to select the target company in the areas where we can enjoy preferential policies.

In this way, through the acquisition, we can use this preferential treatment to transfer the profits of the group to low-tax areas, thus reducing the overall tax burden of the group and saving a lot of future expenses for enterprises.

(B) the merger of loss-making enterprises

Profit-making enterprises can choose those enterprises that have suffered serious losses in one year or have been unprofitable for several consecutive years and have already suffered considerable losses as the merger targets and target companies, use the book losses of loss-making enterprises to offset the taxable income of profit-making enterprises, and make full use of the preferential policy of break even to reduce tax payment and reduce the income tax burden of the merged enterprises.

According to the relevant regulations of State Taxation Administration of The People's Republic of China City, People's Republic of China (PRC), if the merged enterprise continues to be an independent taxpayer after the merger, the operating losses that have not been made up before the merger shall be made up by the income of the subsequent year within the time limit stipulated by the tax laws and regulations, and shall not be made up by the income of the merged enterprise;

If the merged enterprise does not have the qualification of independent taxpayer after the merger, the operating losses that have not been made up before the merger can be made up by the merged enterprise with the income of the following year within the time limit stipulated by the tax laws and regulations. Therefore, in the tax planning of enterprise merger, we can apply the policy of making up for losses and cancel the qualification of independent taxpayer of the merged enterprise to reduce the tax burden.

Extended data

Capital contribution mode of company merger and acquisition

(1) Cash purchase

When the shareholders of the target company receive the cash payment of their shares, they lose the owner's rights and interests of the original company. The income obtained by the shareholders of the target company in the process of transferring the equity shall be subject to income tax, and the net income after deducting the equity investment cost shall be the tax basis.

Therefore, if cash acquisition is adopted, the tax burden of shareholders of the target company should be considered, which will inevitably increase the acquisition cost. Otherwise, the acquisition agreement may not be reached. Under the way of cash purchase, if installment payment is adopted, it can provide flexible space for shareholders of the target company to arrange their income during the period and reduce their tax burden.

(2) Stock purchase

Stock acquisition refers to replacing the shares of the target company or purchasing the assets of the target company by issuing additional shares of the company, so as to achieve the purpose of acquisition. On the one hand, the acquirer does not need to pay a lot of cash, and achieves the purpose of additional investment and asset diversification through stock exchange and merger;

On the other hand, because the shareholders of the target company have neither received cash nor realized capital gains, they do not have to pay income tax and will not lose their owners' rights and interests.

(3) comprehensive securities acquisition

Comprehensive securities acquisition refers to the combination of cash, stocks, warrants, convertible bonds and other securities provided by the acquiring company to the target company. This investment model provides more space for tax planning.

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