The main categories of taxes and planning involved in the reorganization

  • Time: 2013-08-01 11:08:07
  • Source: SLEEING
  • Hit: 2568

Involved in the restructuring of the enterprise business tax, value-added tax, land value-added tax, deed tax, stamp duty, enterprise income tax and other six categories of taxes. Different taxes and the nature of the reorganization of the enterprise shall be exempted from the application form and the corresponding changes.
1, assets reorganization plan
(1) the process of asset restructuring, the transfer of real assets will produce larger tax cost, and to transfer the shares need not pay business tax and other taxes. If the transfer of assets into the stock equity transfer can avoid physical transfer of assets under a variety of turnover tax burden.
(2) the provisions of the tax law, the transfer of proceeds to be incorporated into the taxable income of the enterprises, pay enterprise income tax of 25%, while equity holding gains, dividend, dividend income, as long as it is held by residents or residents of non-listed company stock listing Corporation stock holding period more than 12 months can enjoy duty-free treatment. Therefore, in the process of asset restructuring can be passed in the equity transfer of all the surplus reserve and undistributed profit of all parts, and then, according to the net asset prices held by the transfer of equity. This will be part of the equity transfer income into equity holding gains, can enjoy duty-free treatment.
2, debt restructuring plan
(1) and debt restructuring the buyer can not be timely and full payment, if the two sides will also occur in the purchase and sale activities, should be used instead of post purchase discount sales discount. Because, sales discount, value added tax debtor purchase returns or allowances and recovered, should happen purchase returns or allowances current income tax deduction in. If the debtor does not out of income tax, will face the risk by value-added tax penalty. The creditor as is the general taxpayer, because sales returns or allowances and returned to the value added tax of the purchaser should occur, sales allowances current output tax deduction or returned, prone to pay value added tax and benefit loss phenomenon. If the sales discount to the late sales discount, can reduce the loss of value added tax, value added tax penalties will not bring the risk to the debtor.
(2) with self-produced taxable consumer goods for debt to taxpayers, should try to sell debt rather than goods in debt. Because, goods in debt shall be taxpayers selling taxable consumer goods of the same highest selling price as the tax basis of calculation should pay the consumption tax. If the taxable consumer goods sold to creditors to lower sales prices, and then through the relevant account adjustment tax "taxes payable", can reduce the enterprise should pay the consumption tax.
(3) the debtor to real estate debt, the creditor may exempt the debts owed by the appropriate price at the same time, to reduce debt debtor property in debt, creditor and debtor can reduce the tax burden.

3, equity restructuring plan
(1) profit enterprises can reduce the corporate income tax by equity restructuring. China has cancelled the transfer of shares shall not exceed the deductible loss all equity when the transfer income and income from equity investment income limit. The parent company can profit losses of subsidiary to less than the original investment cost price sold, equity transfer loss deduction after normal business profits, to achieve reduction of enterprise income tax purposes.
(2) profit enterprises in strict accordance with the exemption conditions merger enterprises can also achieve the purpose of profit loss reduction. Conditions are obtained in the enterprise shareholder merger occurs when the stock payment amount not less than 85% of the total or the payment under the same control and does not need to pay the price with.
(3) the equity in the process of restructuring, the corporate shareholders into natural person shareholders to achieve the purpose of tax saving. Under normal circumstances, the tax rate applicable to the corporate shareholders equity transfer is 25%, and the natural person shareholder equity transfer of income from transfer of property, the applicable tax rate is 20%, and the natural person listing Corporation share transfer will not tax. Legal person shareholders equity will be transferred to the natural person shareholder, and then, and then sold by the natural person shareholder to other external non associated, in order to realize the share of value-added, this can be the transfer of ownership of the applicable tax rate is reduced from 25% to 20%, if it is a listing Corporation, but also can realize the duty-free treatment. In addition, the foreign natural person shareholder can enjoy gained from the enterprise with foreign investment dividends will not tax treatment, but the non resident enterprise shareholders dividends are subject to a 10% withholding tax, if owned by a non resident enterprise legal person shareholders to transfer to the natural person, foreign and then, again by enterprises with foreign investment the distribution of dividends, bonuses, receive foreign natural person shareholder dividends, dividend can enjoy duty-free treatment.
4, financial planning
(1) M & A can use cash, stocks, bonds and other means of payment. If the company bonds pay in cash or by the shareholders of the company, M & A will be immediately tax payment in cash is received; if the received stock, can be free, to sell shares after the calculation of profit and loss, as capital gains tax leading to defer taxes and reduce tax concessions. At the same time, based on the valuation depreciation, take stock of payment, acquired in a combination on the basis of the original assets depreciation of the assets depreciation, be in profit tax large amount of depreciation and less income tax.
(2) because of debt interest costs can be reduced profits through the costs during the final. Therefore, the merging party where conditions permit, as far as possible to choose debt financing method.

 

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