With the continuous development of market economy, there are more and more behaviors of natural person shareholders and enterprise shareholders transferring shares in unlisted companies. Whether to pay taxes, what taxes to pay, and how to calculate the payment, many taxpayers are easy to neglect when this behavior occurs, resulting in unnecessary costs. This paper sorts out the relevant tax policies for your reference. I. Changing the tax registration obligation The share transfer will inevitably lead to the change of the company's shareholders. Many companies know that the change of shareholders should be registered in the administrative department for industry and commerce, but they ignore the registration in the tax department. According to the provisions of Article 19 of the Measures for the Administration of Tax Registration, if a taxpayer handles the change registration in the administrative department for industry and commerce, he shall truthfully provide the following documents and materials to the original tax registration authority within 30 days from the date when the administrative department for industry and commerce handles the change registration, and apply for the change of tax registration: (1) Industrial and commercial registration change form and industrial and commercial business license; (two) the relevant documents of the taxpayer to change the registered content; (three) the original tax registration certificate issued by the tax authorities (original, copy and registration form, etc.). ); (4) Other relevant information. Second, the equity transfer tax obligation 1, stamp duty The frequency of equity transfer is not high, and many taxpayers don't know that the equity transfer documents need decals. In fact, stamp duty, as a behavioral tax, must be stamped as long as the taxpayer issues and receives the taxable vouchers listed in the Provisional Regulations on Stamp Duty in People's Republic of China (PRC). Documentary evidence of the establishment of equity transfer belongs to stamp duty tax items. (1) Applicable tax items. According to Article 10 of the Notice on the Interpretation and Provisions on Certain Specific Issues of Stamp Duty, the documentary evidence obtained by the transfer of enterprise equity belongs to the taxation scope of documentary evidence of property ownership transfer in the tax item of "documentary evidence of property ownership transfer". (2) tax rate. According to the annex to the Provisional Regulations on Stamp Duty in People's Republic of China (PRC), the tax rate of property rights transfer documents is: five ten thousandths of the amount contained. (3) taxpayers. The taxpayer is the pledgee, that is, the assignor and the assignee. (4) the time when the tax obligation occurs. Article 7 of the Provisional Regulations on Stamp Duty in People's Republic of China (PRC) stipulates that the tax payable vouchers shall be pasted when the account books are set up or collected. (5) Examples of tax payment. 200 1 establishment of a limited company. The original natural person shareholders A and B contributed 1 10,000 yuan and10.5 million yuan respectively. On may 6, 201/kloc-0, respectively, an equity transfer agreement was signed at the natural person of c, stipulating that a would transfer its 500,000 yuan to. Then the stamp duty payable by Party A, Party B and Party C is 50×5=250 yuan, 150×5=750 yuan and (50+ 150)×5= 1000 yuan respectively. 2. Personal income tax Many taxpayers and withholding agents have a one-sided understanding of the personal income tax obligations that may be involved in the equity transfer link. They believe that as long as the natural person shareholders transfer their equity at a low price or at a low price, there will be no income, and there is no need to declare and pay or withhold personal income tax; Even some transferees do not know that they have the obligation to withhold and pay personal income tax when paying the transferor (the original natural person shareholder), which increases unnecessary costs and losses for both parties. Now let me sort out the relevant policies. (1) Applicable tax items. Item 9 of Article 2 of the Individual Income Tax Law of People's Republic of China (PRC) (hereinafter referred to as the Individual Income Tax Law) stipulates that individual income tax shall be paid on the income from property transfer. Item 9 of Article 8 of the Regulations for the Implementation of the Individual Income Tax Law of the People's Republic of China (hereinafter referred to as the Regulations) stipulates that the income from equity transfer belongs to the income from property transfer. (2) Calculation of taxable income. Article 22 of the implementing regulations stipulates that the taxable income shall be the balance of the income from one-time transfer of property after deducting the original value of the property and reasonable expenses. As far as the income from equity transfer is concerned, its taxable income = equity transfer price-equity tax cost-stamp duty and other taxes related to equity transfer. Equity transfer price, a natural person shareholder, is the amount collected by natural person shareholders in the form of cash, non-monetary assets or equity, and the actual transaction price is equity transfer price. If the consideration of equity transfer is in kind, it shall be calculated according to the price indicated on the purchase certificate, but if the price indicated on the certificate is obviously low or there is no certificate, it shall be verified by the competent local tax authorities with reference to the local market price. After the equity transfer of natural person shareholders is completed, the personal income obtained from the transferor due to the transferee's failure to pay the price within the prescribed time limit belongs to the income generated from the equity transfer. The taxable cost of equity refers to the amount of capital actually delivered to the enterprise by natural person shareholders when they invest in equity, or the amount of equity transfer price actually paid to the original transferor when they purchase equity. (3) tax rate. Item 5 of Article 5 of the Individual Income Tax Law stipulates that the income from property transfer shall be taxed at a proportional rate of 20%. (4) taxpayers and withholding agents. Article 8 of the Individual Income Tax Law stipulates that individual income tax shall be paid by taxpayers and withheld and remitted by the units or individuals who have paid the income. For equity transfer, the transferee is the withholding agent. (5) tax declaration. Article 35 of the implementing regulations stipulates that when withholding agents pay tax payable to individuals, they shall withhold and remit the tax in accordance with the provisions of tax laws and regulations, pay it to the treasury on time, and make special records for future reference. At the same time, Article 9 of the Individual Income Tax Law stipulates that the monthly tax withheld by withholding agents shall be turned over to the state treasury within 15 days of the following month, and a tax return shall be submitted to the tax authorities. Article 1 of Document No.285 [2009] of Guoshuihan stipulates that after both parties to the equity transaction sign the equity transfer agreement and complete the equity transfer transaction, before the enterprise changes its equity registration, the transferor or transferee who has the obligation to pay taxes or withhold and remit shall apply to the competent tax authorities for tax payment (withholding and remitting), pay the personal income tax payment certificate or tax exemption or non-tax exemption certificate issued by the tax authorities, and go through the formalities of equity change registration with the administrative department for industry and commerce. Article 2 stipulates that if both parties to the equity transaction have signed an equity transfer agreement, but the equity transfer transaction has not been completed, the enterprise shall fill in the Report on the Change of Individual Shareholders and report to the competent tax authorities when applying to the administrative department for industry and commerce for the registration of equity change. (6) The competent tax authorities. Article 3 of Document No.285 [2009] of Guoshuihan stipulates that the tax authorities where the enterprises in changes in equity are located shall be the competent tax authorities for the individual income tax on the income from the equity transfer of individual shareholders. (7) Tax policy of fair price and low price transfer. Paragraph 2 of Article 4 of Guoshuihan [2009] No.285 stipulates that if the tax basis for declaration is obviously low (such as parity, low-price transfer, etc.). ) and without justifiable reasons, the competent tax authorities may refer to the share of net assets corresponding to the net assets per share or the proportion of equity enjoyed by individual shareholders for verification. Articles 2, 3 and 4 of Announcement No.27 of State Taxation Administration of The People's Republic of China (20 10) respectively clarify how to judge the tax basis that is obviously low without justifiable reasons, what is justifiable reasons, and how to verify the tax basis that is obviously low without justifiable reasons. In the first paragraph of Article 2, if one of the following circumstances is met without justifiable reasons, it can be considered that the tax basis is obviously low: 1, the declared equity transfer price is lower than the initial investment cost or the price paid for acquiring the equity and related taxes; 2. The declared equity transfer price is lower than the corresponding share of net assets; 3. The declared equity transfer price is lower than the equity transfer price of the same shareholder or other shareholders of the same enterprise under the same or similar conditions; 4. The declared equity transfer price is lower than the equity transfer price of enterprises in the same industry under the same or similar conditions; 5. Other circumstances identified by the competent tax authorities. Paragraph 2 of Article 2 stipulates that just cause refers to the following situations: 1. The invested enterprise has suffered losses for more than three consecutive years (including three years); 2. Transfer equity at a low price due to national policy adjustment; 3. Transfer the equity to the transferor's spouse, parents, children, grandparents, grandchildren, grandchildren, brothers and sisters, and the dependents or supporters who have direct support or maintenance obligations to the transferor; 4. Other reasonable circumstances as determined by the competent tax authorities. Article 3 stipulates that if the basis for filing tax returns is obviously low without justifiable reasons, the following verification methods may be adopted: (1) The income from equity transfer shall be verified by reference to the share of net assets per share or the proportion of equity enjoyed by taxpayers. For enterprises with intellectual property rights, land use rights, houses, exploration rights, mining rights, stock rights, etc., which account for more than 50% of the total assets, the net assets must be evaluated and verified by intermediaries. (2) According to the income from equity transfer approved by equity transfer price, under the same or similar conditions, the same shareholder or other shareholders of the same enterprise. (three) with reference to the same or similar conditions of enterprises in the same industry in equity transfer price approved equity transfer income. (4) If a taxpayer disagrees with the above-mentioned verification method adopted by the competent tax authorities, it shall provide relevant evidence. After the competent tax authorities find it true, they may adopt other reasonable verification methods. (8) Examples of tax payment. In the last example, if the company's total net assets in April before the equity change were 2.7 million yuan, and neither Party A nor Party B has the kinship, maintenance and maintenance relationship stipulated by the state, then the fair price transfer behavior obviously has a low tax basis and no justifiable reason. The tax authorities can verify that the income from equity transfer is 270×100 ÷ (100+150) =1080,000 yuan and the taxable cost of equity is 270 × 150 ÷ (65438) respectively. The deductible tax is 250. Party A and Party B shall pay individual income tax (654.38+0.080000-654.38+0.000000-250) × 20% = 654.38+0.599 respectively. If A and B are transferred to C with net assets exceeding 2.7 million yuan, the equity transfer price shall be calculated according to the actual transaction price. 3. Enterprise income tax. The transfer of equity by enterprise shareholders will involve enterprise income tax. (1) income. The third paragraph of Article 6 of the Enterprise Income Tax Law of People's Republic of China (PRC) (hereinafter referred to as the Enterprise Income Tax Law) stipulates that the income from property transfer shall be included in the total income of the enterprise. Article 16 of the Regulations for the Implementation of the Enterprise Income Tax Law of People's Republic of China (PRC) stipulates that the income obtained by an enterprise from the transfer of equity belongs to the income from the transfer of property. (2) Deduction. According to Article 8 of the Enterprise Income Tax Law, reasonable income-related expenses actually incurred by an enterprise, including costs, expenses, taxes, losses and other expenses, are allowed to be deducted when calculating taxable income. As far as equity transfer is concerned, the tax cost of equity and stamp duty related to equity transfer can be deducted. (3) taxable income. Equal to the balance of equity transfer income MINUS equity tax cost. (4) Tax rate: Article 4 of the Enterprise Income Tax Law stipulates that the enterprise income tax rate is 25%. Article 28 of Chapter IV of the Enterprise Income Tax Law stipulates that the enterprise income tax shall be levied at a reduced rate of 20% for small-scale enterprises with low profits that meet the requirements. High-tech enterprises that need special support from the state shall be subject to enterprise income tax at a reduced rate of 15%. The policy of value-added tax on equity transfer is actually controversial. There are good and bad policies, but the purpose is to better promote the development of equity-related undertakings. For those who are now engaged in equity-related businesses, it is very helpful to understand this policy, and it can also better promote the economic development of our society.