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1、论企业并购行为与税收筹划（On enterprise merger and acquisition and tax planning）The MampA and tax planningThe MampA and tax planning 2008-12-20 15:15:34Enterprise merger is an important way to realize enterprise expansion, development, mergers and acquisitions inevitably involves the tax problems of enterprise.
2、The following discussion of tax related problems in the enterprise merger and acquisition, and the various important aspects of mergers and acquisitions in the analysis of tax planning.First, choosing target of tax planningChoosing target is the most important problem in the merger and acquisition,
3、selection of target enterprises must consider many factors associated with the tax, a reasonable tax planning.1, M & a type with the taxpayers, property tax link planningIf the choice of similar goods production firms within the same industry as the target enterprise, is the horizontal merger, can e
4、liminate competition and expand market share, the formation of scale. From a tax perspective, due to the business sector remains unchanged after the merger, horizontal merger generally does not change the MampA tax tax and business tax link. From the main tax attribute, small-scale VAT taxpayers due
5、 to the expansion of the scale of mergers and acquisitions, is likely to become the general taxpayer.If you choose to merge with suppliers or customers, is the vertical merger, can strengthen the cooperation of the production of collaborative production. The mergers and acquisitions of enterprises,
6、due to the original purchase from the supplier to the customer or become sales enterprise purchase and sale behavior, reduce the circulation link tax. The target of enterprise merger and acquisition of enterprises and products of different products, vertical mergers may also change its main tax attr
7、ibutes, increase the tax tax and tax link. For example, the iron and steel enterprises mergers and acquisitions of automobile enterprises, will increase the consumption tax, because of tax increases, can be said to the corresponding tax subject attribute also has changed, business behavior also incr
8、eased the consumption tax link.2, the nature of the enterprise and tax planningThe target enterprise according to its nature of the source of funds can be divided into foreign enterprises and domestic enterprises, and Chinas tax law on foreign enterprises tax distinction, has a larger difference bet
9、ween the tax, tax. Generally speaking, foreign-funded enterprises enjoy more preferential tax. Therefore, enterprises in the choice of foreign companies as acquisition targets, can be transformed into foreign enterprises, foreign enterprises can enjoy preferential income tax policy, and can be exemp
10、ted from the city such as urban construction tax, land use tax, property tax, travel tax will not levy taxes of foreign enterprises.The financial situation and the goal of enterprise tax planning, 3If there is a high level of profitability of enterprises, to change its overall tax level, can choose
11、a large net loss of business enterprise as the acquisition target. By offsetting the profit and loss of enterprise income tax relief. If a loss in deferred tax merger, mergers and acquisitions can also realize losses, defer taxes. Therefore, Target Corp has yet to make up the losses of the monks did
12、 not enjoy preferential tax should end is an important factor to decide whether the merger.The provisions ofthe 1998 Document No. 97: the enterprise has not been made up in the equity restructuring before operating losses, the provisions of the tax law to make up for loss of life in the remaining pe
13、riod, after the reorganization of the shareholding continued to make up. Enterprises to absorb the merger or reorganization, absorption or merger of enterprises and the existence of enterprises reflect the conditions, should be carried out to make up for loss. Before the merger has yet to make up th
14、e losses, which is used to make up after the annual business income. Enterprises in the way of consolidation and consolidation or merger to absorb and merge, and be absorbed or merger does not have an independent taxpayer qualification, the enterprise merger or before compensate for operating losses
15、 in the remaining period of time to make up for the tax laws and regulations within the prescribed by the enterprise after the merger or make up year after year. The IRS issued 1997 Document No. 71 for foreign-invested enterprises, equity restructuring also makes it clear that the provisions of the
16、same business.If there are two net assets of the same Target Corp, if other conditions are the same,A company has allowed a loss of 30 million yuan in the next year to make up for, and another company can make up for the loss, so the loss of the enterprise will become the first choice of Target Corp
17、 mergers and acquisitions, mergers and acquisitions because of a loss of 30 million yuan can offset the loss making enterprises mergers and acquisitions after the annual taxable income, can save the enterprise income tax of 9 million 900 thousand yuan ($30 million * 33% = 9 million 900 thousand yuan
18、). However, in the M & a loss making enterprises, to be alert after the merger may bring negative effects of declining performance and cash flow caused by poor overall anemia, and to prevent being dragged into the predicament of corporate mergers and acquisitions.4, the target enterprises and tax pl
19、anningOur country of business registration in the economic and Technological Development Zone enterprises in special economic zones, implement a series of income tax preferential policies. M & A enterprises can choose to enjoy the preferential measures to target companies as acquisition targets, the
20、 change of the registration to the whole enterprise after the merger after the merger, the merger after the taxpayer can obtain such preferential tax.Two, choose the acquisition financing tax planningAccording to the capital acquisition mode can be divided into cash to buy assets in cash to buy shar
21、es, mergers and acquisitions, mergers and acquisitions, mergers and acquisitions to stock exchange assets to stock exchange stock merger. After two kinds of ways of investment in stock of the target company shareholders, in the acquisition process, does not need to immediately confirm the exchange d
22、ue to the acquisition of enterprise stock formed by capital gains, even after the sale of these stocks will need to pay income tax on capital gains, also has to delay tax effect.The IRS issued 2000 No. 119 notice the State Administration of Taxation on enterprise merger and division of income tax is
23、sues related to business rules: enterprise merger, in general, the merged enterprise shall be regarded as the transfer and disposal of all assets at fair value calculation, asset transfer income, pay income tax in accordance with the law. With the enterprise paid to the enterprise or its shareholder
24、s merged the purchase price, except with equity in cash, securities and other assets (non equity payment), the payment is not higher than the nominal value of equity (or pay the book value of equity) 20%, enterprises can according to income tax the following provisions:(1) the merged enterprise does
25、 not confirm the total assets transfer income or loss, do not pay corporate income tax calculation;(2) of the merged enterprise by the shareholders of the old shares held by the transfer of new shares is not regarded as the sale of the old shares, the purchase of new shares, do not pay personal inco
26、me tax. But did not exchange shareholders obtain all non equity payments should be regarded as the old stock transfer income, income from the transfer of assets to calculate and pay income tax.A and B two of the share capital of the company was 30 million yuan. Is a company to implement M & A to B c
27、ompany, after consultation between the two sides, to be used in the following way: IPO a company in exchange for the old shares part of company B B shareholders holding hands; the rest of the B company stock purchase by a company to direct cash payment. In this acquisition mode, the enterprise shall
28、 determine the payment of cash and shares in the proportion of the old shares to maximize tax. If the companies involved in mergers and acquisitions choose to pay cash more than 6 million yuan, that is, non equity payment in excess of par value of corporate equity mergers and acquisitions 20% (600/3
29、000 = 20%), then the M & B company should pay enterprise income tax, company B shareholders also pay personal income tax. If a company can make cash payments control in less than 6 million yuan, for a company or its shareholders can enjoy exemption from income tax treatment: a company may be exempte
30、d from enterprise income tax or B, or B Shareholders are exempt from personal income tax. From this example we can see that the enterprise investment choice in mergers and acquisitions should pay attention to the non equity payment limit the amount of 20%, make full use of less than 20% enjoy prefer
31、ential tax, reduce the tax cost of the enterprise merger and acquisition.Three, choose the financing ways of tax planningCan enterprises due to liabilities arising from interest deduction of current profit,In order to reduce the income tax expenses. Therefore, enterprises in mergers and acquisitions
32、 funds needed for financing planning, financial leverage can be combined with the strength of the enterprise itself, through debt financing to raise the funds required for mergers and acquisitions, improve the overall level of debt, in order to gain greater interest tax blocking effect.If a company
33、is required to implement mergers and acquisitions financing 4 million yuan, assuming that the financing of EBIT is 800 thousand yuan. The existing three kinds of financing options:The program, complete with equity financing; scheme two, debt capital and equity capital financing ratio is 10:90; schem
34、e three, debt capital and equity capital financing ratio of 50:50. assumed debt capital cost rate is 10%, the corporate income tax rate is 30%. in this case should be how to choose the scheme?When the EBIT amounted to 800 thousand yuan, pre tax investment return rate = 80 / 400 x 100% = 20% 10% (deb
35、t capital cost rate), after tax rate of return on investment will rise along with the proportion of corporate debt financing. Therefore, should choose the scheme three, which is 50% of the capital financing debt financing and equity of 50%, this scheme under the minimum tax amount, i.e.:The enterpri
36、se income tax payable = (80 - 400 x 50% x 10% x 30%) = 18 (yuan)Four, planning in the enterprise merger and acquisition taxEnterprise merger is an asset reorganization, it can change the organizational forms and internal equity relationship between enterprises. MampA and tax planning are inextricabl
37、y linked. Through mergers and acquisitions can reduce related enterprises or downstream enterprises in circulation, to avoid the tax, this is where the advantages of M & A.1, the use of mergers and acquisitions business tax evasionFor example, company B because of mismanagement, years of losses, in
38、December 31, 2003, the total assets of 12 million yuan (including housing, building 10 million yuan), liabilities 12 million 50 thousand yuan, net assets of 50 thousand yuan. The shareholders of the company liquidation and decided to terminate the business. A company and B company business scope is
39、the same, in order to expand the size of the company, invested 12 million 50 thousand yuan to buy B all the assets of the company, company B will all income from the sale of assets to repay debt and pay taxes, then the dissolution of the company. Company B relates to real estate sales in the transac
40、tion, the need to pay business tax and additional tax, as follows:Business tax = 1000 x 5% = 50 (million)Urban construction tax and education surcharge = 50 * (7% + 3%) = 5 (yuan)Fiscal 2002 No. 191 the Ministry of Finance and the State Administration of Taxation on the transfer of equity transfer n
41、otice on the business tax on the State Administration of Taxation issued 2002 No. 165 official reply of the State Administration of Taxation on the tax levy is not the transfer of enterprise property and the State Administration of Taxation issued 2002 No. 420 notice the State Administration of Taxa
42、tion on the transfer of enterprises all property is not subject to VAT provisions: the transfer of enterprise property rights is to transfer the total assets, debt, debt and Labor Act, the transfer price is not only determined by the value of the assets. So, enterprise property rights transfer and s
43、ale of real estate, the sale of goods and the transfer of intangible assets behavior is completely different, does not belong to the scope of business tax, and does not belong to the scope of VAT, therefore, the transfer of enterprise property rights should not pay business tax, should not pay value
44、-added tax. The equity transfer of intangible assets involved in real estate investment, investors participate in the distribution of profits, the risk sharing behavior, no business tax is levied on the transfer of shares, is not the business tax.For the above transactions, if a company will be merg
45、ed with company B, B companys assets and liabilities are transferred to the company account, a company without immediate payment of funds can be obtained B the companys operating assets, and company B also need not pay business tax and additional tax, can achieve 550 thousand yuan.2, the use of merg
46、ers and acquisitions to save the consumption taxEnterprise sales of self-produced taxable consumer goods required to pay a consumption tax,But the buyer if the taxable consumer goods for the continuous production of taxable consumer goods also need to pay a consumption tax. In order to avoid double
47、taxation, the tax system of our country stipulates the purchased or taxable consumer goods processed on commission for the continuous production of taxable consumer goods allowed to be deducted the amount of tax preferential policies. But in order to adjust the liquor industry, provisions of tax 200
48、1 Document No. 84, from May 1, 2001 onwards, the tax has purchased or commissioned processing wine and alcohol production of wine, which purchased wine and alcohol taxes already paid or collected and paid by the entrusted party no longer tax deductible.Shandong grain liquor production enterprises (h
49、ereinafter referred to as enterprises) commissioned a winery (hereinafter referred to as B enterprise) for the processing of 6 tons of alcohol, the food provided by the entrusting party, a food cost 510000 yuan, payment processing fees 60000 yuan, tax 10200 yuan, pay by bank deposit. The trustee has no similar alcohol sales price. Complete recovery of alcohol for the continuous production of gift liquor 100 tons, per