I. Enterprise income tax
(1) When an enterprise conducts general equity (including transfer of equity or shares) transactions, it shall comply with the relevant provisions of the Notice of State Taxation Administration of The People's Republic of China, People's Republic of China (PRC) on Some Income Tax Issues Concerning Enterprise Equity Investment Business (Guo Shui Fa (2000) 1 18). The accumulated undistributed profits or accumulated surplus reserves of the investee that should be shared by the equity transferor shall be recognized as equity transfer income, not as dividend income.
(2) When an enterprise liquidates or transfers a wholly-owned subsidiary or an enterprise holding more than 95% of the shares, it shall be implemented in accordance with the Notice of State Taxation Administration of The People's Republic of China City, People's Republic of China (PRC) on Printing and Distributing (Guo Shui Fa (1998) No.97). The investor's share in the accumulated undistributed profits and accumulated surplus reserves of the invested entity shall be recognized as the investor's dividend. In order to avoid double taxation on after-tax profits and affect enterprise restructuring activities, the above dividend income is allowed to be deducted from the transfer income when calculating the investor's equity transfer income.
(3) According to Article 3 of the Notice of State Taxation Administration of The People's Republic of China City, People's Republic of China (PRC) on Issues Related to the Implementation of Income Tax (Guo Shui Fa (2003) No.45), if an enterprise has made provision for impairment of assets, impairment of assets or bad debts, and the taxable income of the relevant reserves has been increased at the time of tax declaration, the relevant reserves written off by the transfer and disposal of related assets are allowed to make the opposite tax adjustment. Therefore, when an enterprise liquidates or transfers all the shares of its subsidiaries (or branches with independent accounting), the liquidated or transferred enterprise should reduce the taxable income and increase the undistributed profits according to the amount of assets impairment reserves such as bad debt reserves of taxable income in the past, and the transferor (or investor) should recognize it as dividend income according to the share of rights and interests enjoyed.
Income tax treatment of profit and loss of enterprise equity investment transfer
(four) the income or loss from the transfer of enterprise equity investment refers to the balance of the income from the recovery, transfer or liquidation of enterprise equity investment after deducting the cost of equity investment. The income from the transfer of enterprise equity investment shall be incorporated into the taxable income of the enterprise, and enterprise income tax shall be paid according to law.
(5) The loss of equity investment incurred by an enterprise due to the recovery, transfer or liquidation of equity investment may be deducted before tax, but the loss of equity investment deducted in each tax year shall not exceed the income of equity investment and investment transfer realized in the current year, and the excess part may be carried forward to future tax years indefinitely.
Second, business tax.
According to the Notice of State Taxation Administration of The People's Republic of China, Ministry of Finance of People's Republic of China (PRC) on Business Tax on Equity Transfer (Caishui [2002] 19 1No.):
(1) If intangible assets or real estate are invested in shares, and the investment risks are shared with investors' profit distribution, business tax will not be levied.
(2) Since June 65438+1 October1day, 2003, no business tax is levied on equity transfer.
Third, deed tax.
According to the regulations, in the equity transfer, units and individuals bear the equity of enterprises, and the ownership of land and houses of enterprises is not transferred, and deed tax is not levied; In the process of capital increase and share expansion, the deed tax is levied on the ownership of land and houses as shares or as a contribution to the enterprise. "
Fourth, stamp duty.
Tax on equity transfer. At present, there are two kinds of equity transfer: one is the equity transfer of enterprises traded or managed in Shanghai and Shenzhen stock exchanges, and the stamp duty on securities (stocks) transactions should be levied at the rate of 3‰. 2. The equity transfer of enterprises that are not traded or managed on the Shanghai and Shenzhen Stock Exchanges shall be carried out in accordance with Article 10 of the Notice of State Taxation Administration of The People's Republic of China on the Interpretation and Provisions on Certain Specific Issues of Stamp Duty ([9 1] Guo Shui Fa 1No.) in September of/kloc-0, and both parties shall prevail.
Tax-related questions and answers on equity transfer
First, how to deal with the income tax on the difference of enterprise equity investment?
Answer: According to the Reply of State Taxation Administration of The People's Republic of China on Dealing with the Difference of Income Tax on Enterprise Equity Investment (Guo [1999] No.554), all the expenses paid by an enterprise to acquire the equity of another enterprise belong to the equity investment expenses, and shall not be included in the current expenses of the invested enterprise, nor shall they be included in the expenses of the invested enterprise through depreciation or amortization, and shall be used as the taxable cost of equity investment in the future when transferring the equity or recovering the investment. That is, the tax law stipulates that any equity investment difference caused by the difference between the fair value of long-term equity investment and the share of the owner's equity of the invested unit calculated according to the shareholding ratio shall not be recognized. If an enterprise uses the equity method to calculate the cost of long-term equity investment in accounting, the debit balance of the equity investment difference generated by it conforms to the provisions of the accounting system and related standards.
2. When should the enterprise confirm the income from equity transfer?
Answer: The recognition of the income from the transfer of equity by an enterprise should adopt the same principle as the transfer of other assets, that is, the risks and rewards of the ownership of the transferred equity have been transferred to the buyer in essence, and the relevant economic benefits are likely to flow into the enterprise. In accounting practice, only when all the conditions for protecting the rights and interests of all parties can be met can the income from equity transfer be recognized. These conditions include: the sale agreement has been approved by the shareholders' meeting (or shareholders' meeting); Has gone through the necessary property handover procedures with the buyer; Most of the payment has been made (generally more than 50%); Enterprises can no longer obtain benefits and take risks from the equity they hold. It is worth noting that if the relevant equity transfer needs to be approved by the relevant state departments, the income from equity transfer can only be recognized if the above conditions are met and the approval documents of the relevant state departments are obtained.
Three, how to deal with the enterprise income tax on the profit and loss of enterprise equity investment transfer?
Answer: (1) According to the Notice of State Taxation Administration of The People's Republic of China, People's Republic of China (PRC) on Some Income Tax Issues Concerning Enterprise Equity Investment Business (Guo Shui Fa [2000] 1 18):
(1) The gains or losses from the transfer of an enterprise's equity investment refer to the balance after deducting the cost of equity investment from the gains from the recovery, transfer or liquidation of equity investment. The income from the transfer of enterprise equity investment shall be incorporated into the taxable income of the enterprise, and enterprise income tax shall be paid according to law.
If the distribution amount paid by the invested enterprise to the investor exceeds the accumulated undistributed profit and accumulated surplus reserve of the invested enterprise and is lower than the investment cost of the investor, it shall be regarded as investment recovery and the investment cost shall be reduced; The part that exceeds the investment cost shall be regarded as the income from the equity transfer of the investor's enterprise, incorporated into the taxable income of the enterprise, and the enterprise income tax shall be paid according to law.
(2) The operating loss of the invested enterprise is carried forward by the invested enterprise to make up for it; An investment enterprise shall not adjust and reduce its investment cost, nor shall it confirm its investment loss.
(3) The loss of equity investment incurred by an enterprise due to the recovery, transfer or liquidation of equity investment may be deducted before tax, but the loss of equity investment deducted in each tax year shall not exceed the income of equity investment and investment transfer realized in the current year, and the excess part may be carried forward to future tax years indefinitely.
(2) The enterprise does not confirm the income from asset transfer for the time being according to the Notice of State Taxation Administration of The People's Republic of China, People's Republic of China (PRC) on Some Income Tax Issues Concerning Enterprise Equity Investment Business (Guo Shui Fa [2000]18) and the Notice of State Taxation Administration of The People's Republic of China, People's Republic of China (PRC) on Income Tax Issues Concerning Enterprise Merger and Separation Business (Guo Shui Fa [2000]18) If an enterprise obtains premium or non-equity payment in the reorganization business such as merger or division, it shall recognize the value-added corresponding to the premium or non-equity payment contained in the transferred or disposed assets as the taxable income in the current period.
(3) If the enterprise reorganizes its assets as a whole, which is in line with the provisions in the second paragraph of Article 4 of the Notice of State Taxation Administration of The People's Republic of China on Some Income Tax Issues Concerning Enterprise Equity Investment Business (Guo Shui Fa [2000]1KLOC-0/8), the cost of acquiring the assets of the transferred enterprise by the receiving enterprise may be determined according to the assessed and confirmed value, and no tax adjustment shall be made.
(4) When an enterprise repurchases shares of the company for merger, the difference between the repurchase price and the issue price belongs to the increase or decrease of the enterprise's rights and interests, not the profit or loss of asset transfer, and shall not be deducted from or included in the taxable income.
Four, how to deal with the tax after the reorganization of enterprise equity?
A: Equity restructuring refers to the change of shareholders (investors) or shares held by shareholders in joint-stock enterprises. Equity restructuring mainly includes two forms: equity transfer and capital increase and share expansion. Equity transfer means that the shareholders of an enterprise transfer part or all of their equity or shares to others. Capital increase and share expansion means that an enterprise raises shares from the society, issues shares, and new shareholders invest in shares or original shareholders increase capital and share expansion, thus increasing enterprise capital. Generally, there is no liquidation procedure for equity restructuring, and its creditor's rights and debts are still valid after equity restructuring. After the reorganization of the enterprise's equity, relevant tax matters shall be handled in accordance with the regulations.
Stock issuance premium is the shareholders' rights and interests of the enterprise, and it is not levied as operating profit, and it is not included in the liquidation income when the enterprise is liquidated. When paying enterprise income tax, the assets after the equity reorganization of an enterprise cannot be valued and depreciated on the basis of the asset value assessed by the enterprise for realizing the equity reorganization, but should be valued and depreciated on the basis of the book historical cost of the assets of the enterprise before the equity reorganization. If an enterprise adjusts the book value of relevant assets according to the appraisal price and makes corresponding depreciation after the equity reorganization, it shall make adjustment when calculating the taxable income, and the overcharged part shall not be deducted before tax. The operating losses of an enterprise that have not been made up before the equity restructuring can be made up after the equity restructuring within the remaining period of the loss recovery period stipulated by the tax law. Income from the transfer of enterprise equity or shares shall be calculated and paid enterprise income tax according to regulations; The loss of equity or share transfer can be made up in the current taxable amount.
Gain or loss of equity transfer = equity transfer price-equity cost price refers to the amount collected by the equity transferor in the form of cash, non-monetary assets or equity; If the controlled enterprise has undistributed profits or after-tax capital gains retained by shareholders, the transferor shall transfer the amount of shareholders' retained earnings right together with the equity transfer (not exceeding the amount actually owned by the controlled enterprise), and the investment gains belonging to the transferor shall not be included in the equity transfer price. The cost price of equity refers to the amount of capital actually paid to the enterprise by shareholders (investors) when investing in equity, or the amount of equity transfer price actually paid to the original transferor when purchasing equity.
5. Can the loss of equity investment transfer be deducted before tax?
Q: Our company is a commodity circulation enterprise, which implements the enterprise accounting system and uses the cost method to account for long-term equity investment. At the beginning of 2000, the company invested in two enterprises with the same income tax rate as our company, and the investment cost was 500,000 yuan and 800,000 yuan respectively. In April 2003, he received a dividend of 30,000 yuan; 1 1 June, due to the company's operating difficulties and lack of funds, the above equity was transferred at a price of 550,000 yuan and 600,000 yuan respectively. Excuse me: can the above-mentioned loss of equity investment transfer be deducted before tax?
A: For the sake of understanding, suppose that the two companies invested by your company are Enterprise A and Enterprise B respectively.
The Provisional Regulations on Enterprise Income Tax and its implementing rules stipulate that the total income includes the income from property transfer and dividends, and the losses allowed to be deducted before tax also include investment losses. Therefore, gains or losses from equity transfer and dividends should be included in taxable income.
Your company's income from transferring enterprise A's equity is 50,000 yuan (550,000-500,000 yuan), and the income from transferring enterprise B's equity is-200,000 yuan (600,000-800,000 yuan). According to the enterprise accounting system, dividend income and gains and losses from equity investment transfer should be transferred to this year's profits. However, the Notice of State Taxation Administration of The People's Republic of China City, People's Republic of China (PRC) on Some Income Tax Issues Concerning Enterprise's Equity Investment Business (Guo Shui Fa [2000] 1 18) stipulates: "The equity investment losses incurred by an enterprise due to the recovery, transfer or liquidation of its equity investment can be deducted before tax, but the equity investment losses deducted in each tax year shall not exceed the equity gains realized in the current year and the investment transfer income, and the excess can be carried forward to the following years indefinitely. Accordingly, the deductible investment transfer loss of your company in 2003 is 80,000 yuan (investment transfer income is 50,000 yuan+equity income is 30,000 yuan), and other losses are 65,438 yuan+020,000 yuan (200,000-80,000 yuan) as deductible timing difference, which can be carried forward.
For the above business, the accountant confirmed that the investment transfer loss was 654.38+05 million yuan (50,000-200,000 yuan), the dividend income was 30,000 yuan, and the profit was-654.38+02 million yuan; On the other hand, dividend income and equity investment transfer income of 80,000 yuan are confirmed in tax, and investment transfer loss of 80,000 yuan is allowed to be deducted before tax, which affects the taxable income of that year as 0 yuan. Therefore, when you declare the income tax in 2003, you should increase the taxable income by 65,438+020,000 yuan on the basis of the total profit.
If your company uses the tax impact accounting method to calculate enterprise income tax, and it is estimated that there will be enough taxable income to deduct timing difference in the next three years, the accounting entries are as follows:
Debit: deferred tax 39600( 120000×33%)
Loan: taxes payable-income tax payable is 39,600 yuan.
6. How to levy business tax on equity transfer?
Q: I am an enterprise accountant, and I have some questions about the policy of levying business tax on equity transfer. In March 2002, our company invested abroad in the form of real estate, and shared the operational risks with the invested company. Due to the recent decline in the economic benefits of enterprises, the leaders decided to recover their investment on June 5438+ 10, 2003, and gained 3 million yuan from equity transfer. Recently, I heard that there are some new policies on the collection of business tax on equity transfer. Please elaborate.
Answer: According to the Notice of State Taxation Administration of The People's Republic of China, Ministry of Finance of People's Republic of China (PRC) on Business Tax on Equity Transfer (Caishui [2002] 19 1No.), intangible assets and real estate are used for investment and share, participate in the profit distribution of the grantee, and * * * share the investment risk without business tax. No business tax is levied on this equity transfer. At the same time, the provisions inconsistent with the contents of this notice in Articles 8 and 9 of the Notes on Business Tax Items (Trial Draft) shall be abolished. This notice shall be implemented as of June 65438+ 10/day, 2003. Articles 8 and 9 of the Notes on Business Tax Items (Trial Draft) clearly stipulate that businesses that invest in intangible assets and real estate, participate in the profit distribution of investors and share the investment risks are not subject to business tax. However, the equity transfer shall be subject to business tax. These Provisions shall be implemented as of June 1994 65438+ 10/day.
Therefore, your enterprise involves the transfer of real estate in the process of equity transfer, and the equity transfer took place in June 5438 +2003 10, so the new regulations should be applied, and business tax can no longer be levied. If the equity transfer of your enterprise occurred before June 5438+1 October1in 2003, the business tax should still be calculated according to the relevant provisions of the Notes on Business Tax Items (Trial Draft) and the business tax item "Sales of Real Estate".