I. value-added tax

In the process of asset reorganization, taxpayers directly transfer all or part of physical assets and their associated creditor's rights, liabilities and labor to other units and individuals through merger, division, sale and replacement. , does not belong to the scope of VAT, and the goods involved are not subject to VAT.

If the transferor of assets that meet the above conditions is a general VAT taxpayer, and the tax registration is cancelled according to the procedures after the asset transfer, the VAT input tax that was not deducted before the cancellation of registration can be carried forward to the new taxpayer for further deduction.

Second, business tax.

Investment in intangible assets and real estate shares the investment risk with the profit distribution of the investor, and business tax is not levied.

No business tax is levied on the equity transfer of unlisted joint stock limited companies and limited liability companies.

In the process of asset reorganization, taxpayers transfer all or part of physical assets and their related creditor's rights, debts and services to other units and individuals through 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.

Three. increment tax on land value

1, enterprise restructuring

In three cases, if an unincorporated enterprise is transformed into a limited liability company or a joint stock limited company, a limited liability company is transformed into a joint stock limited company, and a joint stock limited company is transformed into a joint stock limited company, the land value-added tax will not be levied temporarily. The above-mentioned overall reconstruction needs to meet the conditions such as the rights and obligations of the enterprise before the investment subject remains unchanged and the achievements of the reconstructed enterprise.

2. Business combination

If two or more enterprises are merged into one enterprise, and the original enterprise investors still exist, the original enterprise will transfer the ownership of state-owned land and houses to the merged enterprise, and the land value-added tax will not be levied temporarily.

3. Separation of enterprises

If an enterprise is divided into two or more enterprises with the same investment subject as the original enterprise, if the original enterprise transfers and changes the ownership of state-owned land and housing to the separated enterprise, the land value-added tax will not be levied temporarily.

Step 4 invest

Units and individuals that invest in state-owned land and houses during the restructuring and transfer or change the ownership of state-owned land and houses to the invested enterprises shall not levy land value-added tax for the time being.

It should be noted that the above preferential land value-added tax policies are not applicable to real estate development enterprises.

Four. contract tax

1, enterprise restructuring

Under three conditions, namely, an unincorporated enterprise is transformed into a limited liability company or a joint stock limited company, a limited liability company is transformed into a joint stock limited company, and a joint stock limited company is transformed into a joint stock limited company, the company that inherits the ownership of the original enterprise's land and house after the transformation shall be exempted from deed tax:

(1) The original enterprise investor survives and holds more than 75% shares or shares of the reorganized company;

(2) The reorganized company shall assume the rights and obligations of the original enterprise.

2. Institutional restructuring

The transformation of public institutions into enterprises can be handled in three ways:

(1) If the original investor survives and holds more than 50% of the shares or shares of the restructured enterprise, the restructured enterprise shall be exempted from deed tax if it assumes the ownership of the land and houses of the original institution;

(2) If the original investor survives and holds less than 50% of the equity or shares of the restructured enterprise, and the restructured enterprise properly resettles all the employees of the original institution and signs a labor contract with all the employees of the original institution with a service life of not less than 3 years, the ownership of the land and houses of the original institution shall be exempted from deed tax;

(3) If the original investor survives and holds less than 50% of the shares or shares of the restructured enterprise, and more than 30% of the employees of the restructured enterprise sign labor contracts with the original institution with a service life of not less than 3 years, the deed tax will be levied by half on the land and housing ownership of the original institution.

3. Business combination

Two or more enterprises are merged into one enterprise in accordance with the law and the contract. If the original investors exist, the merged enterprise will be exempted from deed tax if it inherits the ownership of the land and houses of the original merged parties.

4. Separation of enterprises

If an enterprise is divided into two or more enterprises with the same investment subject as the original company, the land and house ownership of the original enterprise shall be exempted from deed tax after the division.

5. Transfer of assets

The transfer of land and housing ownership between enterprises belonging to the same investor, including the transfer of land and housing ownership between the parent company and its wholly-owned subsidiaries, the transfer of land and housing ownership between the wholly-owned subsidiaries of the same company, and the transfer of land and housing ownership between the same natural person and its wholly-owned enterprises and one-person limited liability companies, shall be exempted from deed tax.

6, debt-to-equity swap

The State Council approved the implementation of debt-to-equity swap enterprises, the newly established company after debt-to-equity swap inherits the original enterprise land and housing ownership and is exempt from deed tax.

7. Equity transfer

In the transfer of equity or shares, units and individuals bear the equity or shares of the company, and the ownership of the company's land and houses is not transferred and deed tax is not levied.

Pay attention to accurately grasp the two concepts of "existing investor" and "same investor" in the above provisions. The existence of investors means that the investors of the original enterprise are all investors of the new enterprise after reorganization, and the proportion of investment can be changed to attract new investors to become investors of the new enterprise. The same investor means that the investors of the original enterprise are all investors of the new enterprise after reorganization, and the proportion of investment can be changed, but new investors cannot be absorbed to become investors of the new enterprise.

Verb (abbreviation of verb) stamp duty

1, enterprise restructuring

For newly established enterprises in the process of enterprise restructuring, the capital recorded in the newly opened capital account books or the capital increased due to the establishment of capital ties between enterprises may not be declared, and the undeclared part and the newly added funds may be declared according to regulations.

In the process of enterprise restructuring, the increased funds should be charged according to the regulations.

For all kinds of taxable contracts that have been signed before the enterprise restructuring but have not yet been fulfilled, if it is necessary to change the subject of execution after the restructuring, only the subject of execution will be changed, and the remaining terms will not be cancelled before the restructuring.

The transfer of property rights signed by enterprises due to restructuring is free of decals.

2. Merger and division of enterprises

For a new enterprise established in the form of merger or division, the funds recorded in the newly opened fund account book may not be declared for the previously declared part, and the undeclared part and the newly added funds may be declared according to regulations.

3. Debt-to-equity swap

The newly-increased capital of enterprise debt-to-equity swap shall be attached as required.

Intransitive verb enterprise income tax

Relevant tax policy documents have made specific provisions on the applicable subjects, general tax treatment, special tax treatment conditions, deferred income tax methods, compliance procedures, etc. of merger and reorganization transactions such as enterprise reorganization, enterprise merger, division, equity swap, debt restructuring, etc., so I will not repeat them here one by one, but only give the following tips on the issues that enterprises need to pay special attention to when applying for preferential tax policies:

1, on the subject qualification of preferential tax policies.

In the process of implementing mergers and acquisitions and applying for special tax treatment, enterprises encounter a difficult problem, that is, how to apply preferential tax policies when one party is a natural person. Take enterprise separation as an example. The original investors of a separate enterprise include both natural persons and enterprises, and natural persons are also the trading subjects in the process of separation. However, Caishui [2009] No.59 does not specify whether this kind of transaction subject can be subject to special tax treatment. The provisions of Articles 3 and 4 of the Administrative Measures for Enterprise Income Tax on Enterprise Reorganization issued by State Taxation Administration of The People's Republic of China 20 10 also seem to set obstacles for the application of special tax treatment to mergers and acquisitions involving natural persons.

Article 1 of Announcement No.48 stipulates that the transferor in the equity acquisition, the shareholders of the merged enterprise in the enterprise merger and the shareholders of the separated enterprise in the enterprise division can be natural persons, and the provisions on enterprise reorganization in Article 3 of the Measures for the Administration of Enterprise Income Tax are revised. However, due to the fact that Article 4 of the Measures for the Administration of Enterprise Income Tax has not been abolished, all parties to the transaction still need to meet the conditions of implementing general tax treatment or special tax treatment at the same time. Therefore, in stock purchase, enterprise merger and split transaction, although other trading entities meet the conditions of special tax treatment, it is not clear whether other legal entities can apply for special tax treatment because of the existence of natural person trading entities. China tax lawyer suggested that enterprises should make good tax planning arrangements when implementing restructuring transactions, properly split transactions, and at the same time maintain full communication and exchanges with tax authorities, strive for the application of preferential tax policies, and guard against the risk of tax compliance.

2. Transaction optimization under various preferential tax policies.

Restructuring transactions can usually be understood as different types of transactions. For example, when a group enterprise reorganizes assets among its internal subsidiaries, there are three different trading paths, namely, non-monetary asset investment, asset transfer and asset transfer with equity payment as the consideration, and each trading scheme has corresponding preferential tax policies. Enterprises should analyze and compare different trading schemes according to their own operating and financial conditions, combined with the applicable scope and conditions of different tax preferential policies, and choose the scheme that is most conducive to reducing the tax burden cost of mergers and acquisitions.

3. Procedures to ensure compliance with applicable preferential tax policies.

The Decision of the State Council on Cancelling the Examination and Approval of Non-administrative License (Guo Fa [2015] No.27) cancelled the examination and approval of enterprises applying special preferential tax policies. People's Republic of China (PRC) State Taxation Administration of The People's Republic of China No.48 Announcement No.2015 no longer implements the filing of Document No.59 and the confirmation of the tax authorities of Announcement No.4, but directly changes to the way of filing and submitting relevant materials when the annual income tax is settled. Although the tax authorities have simplified the application method of preferential policies in an all-round way, when applying for preferential policies such as special tax treatment, enterprises planning to implement restructuring transactions should still pay attention to fulfilling their declaration and reporting obligations to the tax authorities in accordance with relevant regulations to avoid the risk of defects in the application of preferential policies due to irregular procedures. In particular, the procedural factors that should be paid attention to mainly include the determination of the subject of reporting, the time and time limit of reporting, and the specific content of reporting.