Case playback:
A limited liability company has an office building and office building two bases, book value of 6000000000 yuan. The market effect of contraction, the enterprise capital turnover increased pressure. In 2009 December, A company decided to sell the office building to maintain the normal operation of enterprises. After the evaluation of the office building, the fair value of 7000000000 yuan. B is a limited liability company is not willing to buy Real Estate Company, the office building to the price of 10000000000 yuan; or pricing 9000000000 yuan investment company B B, has a stake in the company, to be part of the shares transferred to the former shareholder company B; or to the building price assessment as capital contribution, and B company jointly set up by C company, then the holdings of C shares to the transfer price of 9000000000 yuan to B company. The first scheme for A company by B company put forward, but after consulting experts, the best choice of the scheme is not found.
Intensive analysis:
Tax is an important factor to affect the enterprise restructuring process, different restructuring modes and methods lead to great difference of tax burden. Through the appropriate tax planning can reduce the enterprise restructuring costs, to achieve maximum recombination efficiency. Asset purchase direct general tax burden is the heaviest, in addition to the need to pay tax, such as a premium to still need to pay enterprise income tax, and the acquisition of equity in general can circumvent the turnover tax, especially in the division and merger acquisition of equity and corporate processes to share as a means of payment in the special reorganization is not tax next, can realize the flow of assets and transfer.
In this case, a scheme, A company needs to pay business tax, urban construction tax and education surcharge, stamp tax, land value-added tax, enterprise income tax, a total of 1966000000 yuan, net profit of 2034000000 yuan. Scheme two, A company is not to collect sales tax, urban construction tax and education surcharge, stamp tax, land value-added tax, but shall pay enterprise income tax 75000 yuan, net profit of 225000 yuan. Scheme two a scheme, A company to increase the net income of 216000000 yuan, B reduce the direct expenditure of 1000000000 yuan, but the plan two operating process is relatively complex, the B control has been diluted risk. Scheme three, A company's tax and net income and scheme two, B needs to provide part of the registered capital, but reduce the direct expenditure, control will not be diluted. In comparison, scheme three is better.
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