1. According to the type of reorganization, the parties involved in enterprise reorganization refer to:
(1) The parties to debt restructuring refer to debtors and creditors.
(2) The parties to the equity acquisition refer to the acquirer, the transferor and the acquired enterprise.
(3) The parties to an asset acquisition refer to the acquirer and the transferor.
(4) The parties to the merger refer to the merged enterprise, the merged enterprise and the shareholders of the merged enterprise.
(5) The separated parties refer to the separated enterprise, the separated enterprise and the shareholders of the separated enterprise.
In the above-mentioned restructuring transactions, the transferor in the equity acquisition, the shareholders of the merged enterprise in the merger and the shareholders of the separated enterprise in the division may be natural persons.
Natural persons among the parties shall be subject to tax treatment according to the relevant provisions of individual income tax.
Two. Where special tax treatment is applied to the enterprises of all parties involved in reorganization (i.e. the reorganization business meets the conditions stipulated in Article 1 and Article 2 of Caishui [2009] No.59 and Caishui [2065 438+04] 109, the same below), the leading party of reorganization shall be determined according to the following provisions:
(a) debt restructuring, the leading party is the debtor.
(2) For equity acquisition, the leading party is the equity transferor, and if two or more equity transferers are involved, the party with the largest proportion of equity transferred by the acquired enterprise is the leading party (the leading party can be determined through negotiation if the proportion of equity transferred is the same).
(3) When acquiring assets, the leading party is the transferor of the assets.
(four) merger, the leading party is the merged enterprise, involving multiple merged enterprises under the same control, with the largest net assets as the leading party.
(5) Separation, the leading party is the separated enterprise.
Three. The year when the reorganization business is completed as mentioned in Article 11 of Caishui Document No.59 [2009] refers to the enterprise income tax year to which the reorganization date belongs.
The date of enterprise reorganization shall be determined in accordance with the following provisions:
1. For debt restructuring, the effective date of the debt restructuring contract (agreement) or court ruling is the restructuring date.
2. The date on which the transfer contract (agreement) takes effect and the formalities for equity change are completed for equity acquisition is the reorganization date. In case of equity acquisition between affiliated enterprises, and the formalities for equity change have not been completed within 12 months after the effective date of the transfer contract (agreement), the effective date of the transfer contract (agreement) shall be the reorganization date.
3. For the acquisition of assets, the date when the transfer contract (agreement) comes into effect and is processed by all parties is the reorganization date.
4. The merger date is the date when the merger contract (agreement) comes into effect, the parties have carried out accounting treatment, and the new industrial and commercial registration or change registration has been completed. According to the regulations, the merger does not need to apply for new industrial and commercial establishment or change registration, and the date when the merger contract (agreement) takes effect and all parties have carried out accounting treatment is the reorganization date.
5. The date of separation is the date when the separation contract (agreement) comes into effect, the parties concerned carry out accounting treatment, and complete new industrial and commercial registration or change registration.
Four. In case of special tax treatment for enterprise reorganization, except for the simple changes in other legal forms of the enterprise mentioned in Item (1) of Article 4 of Caishui [2009] No.59, all parties to the reorganization shall submit the Report Form and Schedule of Special Tax Treatment for Enterprise Reorganization Income Tax to their respective competent tax authorities in the year when the reorganization business is completed (see Annex 1 for details) and application materials (see Annex 2 for details). Where the merger or division involves the cancellation of one party, it shall be declared before the cancellation of tax registration.
After the declaration by the person in charge of reorganization, other parties shall file tax returns with their competent tax authorities. At the time of declaration, the Declaration Form and Schedule for Special Tax Treatment of Enterprise Reorganization Income Tax accepted by the leading party of reorganization shall also be attached (photocopy).
Five, enterprise restructuring business for special tax treatment, in the declaration, should explain the following aspects one by one, that enterprise restructuring has a reasonable commercial purpose:
(a) the way of restructuring the transaction;
(2) Substantive results of the reorganization transaction;
(3) Changes in the tax status involved in the reorganization;
(4) Changes in the financial situation involved in the reorganization;
(5) Non-resident enterprises participate in restructuring activities.
Six, enterprise restructuring business to implement special tax treatment, when reporting, the parties should also submit to the competent tax authorities whether there are other equity and asset transactions related to restructuring within 12 months before restructuring, and explain whether these transactions and restructuring constitute a step-by-step transaction, whether it is treated as enterprise restructuring business.
7. According to Article 10 of Caishui [2009] No.59 document, the same reorganization business involves step-by-step transactions that last for 65,438+02 months and span two tax years. If the parties expect that the whole transaction will meet the special tax treatment conditions when the transaction is completed in the first tax year and choose special tax treatment through consensus, they can temporarily apply special tax treatment and submit written declaration materials when filing enterprise income tax in that year.
After all transactions in the next tax year are completed, the enterprise shall judge whether special tax treatment is applicable. Where special tax treatment is applicable, the parties concerned shall declare relevant materials in accordance with the requirements of this announcement; Where general tax treatment is applicable, the annual enterprise income tax return for the corresponding tax year shall be adjusted to calculate and pay enterprise income tax.
8. When an enterprise conducts debt restructuring as stipulated in Item (1) of Article 6 of Caishui Document No.59 [2009], it shall accurately record the debt restructuring income that should be recognized, and explain the amount recognized in the current year and the amount carried forward in different years when the enterprise income tax is settled in the corresponding year.
The competent tax authorities should establish a ledger, compare and analyze the debt restructuring income declared by enterprises every year with the ledger, and strengthen the follow-up management.
9. When a resident enterprise undergoes enterprise reorganization as stipulated in Item (3) of Article 7 of Caishui [2009] No.59 document, it shall accurately record the total income from the transfer of assets or equity, and explain the amount confirmed in the current year and the amount carried forward in different years when the enterprise income tax is settled in the corresponding year.
The competent tax authorities should establish ledger, and compare and analyze the tax basis obtained by resident enterprises with the confirmed assets or equity transfer income every year, so as to strengthen the follow-up management.
X. When transferring or disposing of the restructured assets (equity) in future years, enterprises that are subject to special tax treatment shall make special explanations on the gains or losses of the transferred assets (equity) in the annual tax return, including the comparison between tax basis of the restructured assets (equity) determined in the special tax treatment and tax basis at the time of transfer or disposal, and the treatment of deferred income tax liabilities.
For enterprises with special tax treatment, when transferring or disposing of restructured assets (equity) in the following years, the competent tax authorities should strengthen the evaluation and inspection, compare the tax basis of restructured assets (equity) determined during the special tax treatment of enterprises with the tax basis at the time of transfer or disposal and the relevant annual tax return, and make adjustments according to law when problems are found.
Eleven, the tax authorities to deal with the special tax treatment of enterprise restructuring to do a good job of statistics and related data archiving. The tax bureaus of all provinces, autonomous regions, municipalities directly under the central government and cities under separate state planning shall submit the Statistical Table on Special Tax Treatment of Enterprise Restructuring Income Tax (see Annex 3 for details) to State Taxation Administration of The People's Republic of China (Income Tax Department) before the end of August each year.
Twelve. This announcement is applicable to the final settlement of enterprise income tax in 20 15 and subsequent years. Article 3, Article 7, Article 8, Article 16, Article 17, Article 18, Article 22, Article 23, Article 24, Article 25, Article 27 and Article 32 of the Announcement of State Taxation Administration of The People's Republic of China on Issuing the Measures for the Administration of Enterprise Income Tax in Enterprise Restructuring Business (State Taxation Administration of The People's Republic of China Announcement No.4 20 10) shall be abolished at the same time.
When this announcement comes into effect, the enterprise has signed a reorganization agreement, but the reorganization has not been completed. This announcement shall prevail.
It is hereby announced.